The investment
FY25 actuals are the basis.
The investment thesis is anchored in FY25 audited management accounts — not projections.
10.2 · Valuation basis
On a standalone Gemini AMPM basis, using FY25 EBITDA of ~£989k:
- At 5× EBITDA: implied enterprise value of approximately £4.9 million
- At 6× EBITDA: approximately £5.9 million
- At 7× EBITDA: approximately £6.9 million
Comparable transactions in the sector (Marlowe, Mitie roll-up acquisitions) have been executed at 5–8× EBITDA, with premium multiples paid for businesses with accreditation stacks, recurring revenue, and proprietary technology. AMPM Group, at scale and with AMPM Live deployed, should command the upper end of this range.
10.3 · Three-year financial targets
| Year | Revenue target | EBITDA target | Key driver |
|---|---|---|---|
| FY27 · Year 1 post-investment | ~£12–14m | ~£1.5m | Gemini recovery + Building Services + 1–2 acquisitions |
| FY28 · Year 2 | ~£18–22m | ~£2.2m | Acquisitions integrating; Facilities launch; AMPM Live live |
| FY29 · Year 3 / exit review | ~£25–30m | ~£3.0m+ | Full platform at scale; Academy contributing; exit positioning |
A detailed three-year financial model is available separately (AMPM Group Financial Model). The model is built bottom-up by division with organic and acquisition scenarios. It will be updated with FY26 actuals on conclusion of the financial year.
10.4 · Exit thesis
The Group is structured for a 5-year trade sale to a strategic acquirer:
- Natural acquirers: Marlowe Group, Mitie, andwis Group, HSL Compliance (IK Partners), Sureserve Group plc, Integral (JLL), or an international FM group seeking a UK compliance platform. Sureserve's recent acquisition of Kinovo (£56.4m, July 2025) confirms active appetite for compliance bolt-ons, and a scaled commercial-sector AMPM Group would diversify their social-housing concentration.
- At £25–30m revenue and £3m+ EBITDA, the Group is a material, defensible asset — not a bolt-on
- AMPM Live provides technology premium over comparable pure-service businesses
- The EOT heritage and Academy differentiate the Group in an acquirer's stakeholder narrative
- At 7–8× exit EBITDA on £3m: enterprise value of £21–24 million
A £20m facility, structured in two components.
AMPM Group is seeking a total committed facility of £20 million from a single investment partner. The investment is structured in two components, sequenced to deliver immediate value on completion and sustained return over the five-year hold period.
Component A on completion. Component B drawn deal-by-deal.
| Component | Amount | Purpose |
|---|---|---|
| A · Gemini AMPM equity stake | ~£4–5m on completion | PE acquires 49% of Gemini AMPM from the EOT. Cash proceeds plus loan facility settle the £4.1m outstanding seller loan note in full. EOT retains 51%. Immediate equity exposure to an audited, cash-flowing business. |
| B · Group acquisition facility | Up to £15–16m, drawn deal-by-deal | Committed facility at AMPM Group level. Deployed against acquisitions, acqui-hire, subsidiary launches and AMPM Live. PE and management co-invested at Group level. Not drawn on day one. |
11.2 · Component A — Gemini AMPM stake acquisition
The investment partner acquires 49% of Gemini AMPM Limited directly from the Employee Ownership Trust. The consideration comprises an equity cash payment plus a loan facility, structured to settle in full the £4.1 million seller loan note currently outstanding to the founding shareholders (Jamie Dawson, Luke Finney, and fellow note holders).
On completion of Component A
- The investment partner holds 49% of Gemini AMPM — immediate equity exposure to £8.4m revenue and audited FY25 EBITDA of ~£989k.
- The EOT retains 51% of Gemini AMPM — EOT status is preserved, and with it the PPN 06/20 public-sector procurement advantage.
- The £4.1m seller loan note is settled in full — founding shareholders are made whole, and Gemini's balance sheet is cleared of the note overhang.
- Gemini's free cash flow improves materially on day one — debt service on the seller note is eliminated, strengthening the trading business that underpins the whole Group.
The implied valuation of Gemini at 49% is subject to negotiation and will be anchored to a mutually agreed EBITDA multiple applied to audited FY25 performance. Comparable transactions in the sector (Marlowe Group, andwis) have been executed at 5–8× EBITDA. Detailed financial modelling and supporting schedules are available under enhanced NDA.
11.3 · Component B — Group acquisition and growth facility
A committed facility of up to £15–16 million sits at AMPM Group level, available for drawdown against individual approved transactions. The investment partner takes an equity position at AMPM Group level alongside the management team — all parties are co-invested in the Group's long-term value creation.
The facility is deployed across four uses, in approximate priority order:
- Business acquisitions. £1–5m revenue compliance and FM businesses in the south of England, targeted by accreditation gap, geography and margin profile. Each acquisition individually approved against agreed criteria.
- Acqui-hire. Senior operators hired with their client books, funded via competitive salaries and performance-linked deferred bonuses. Typically the most capital-efficient route to new revenue. Target: 2–4 completions in Years 1–2.
- Subsidiary launches. Working capital for AMPM Building Services ramp-up, AMPM Live platform development, and AMPM Facilities launch in FY27.
- Integration resource. A small dedicated team to ensure acquired businesses retain client relationships and margin profile through the integration period.
11.4 · Governance and investor rights
AMPM Group is seeking a genuine working partner, not a passive capital provider. The investment partner will have full visibility and joint control over the deployment of the facility:
- Board representation at AMPM Group level and, if required, at Gemini AMPM level
- Monthly management accounts and quarterly Board reporting across all Group entities
- Joint approval of all acquisitions and acqui-hire transactions above an agreed threshold
- Defined exit triggers and timeline alignment — 5-year hold with agreed review points
11.5 · Return profile
The investment partner has two distinct return pathways, both crystallising at exit:
- Gemini AMPM equity (49%). Direct equity in a 27-year-old, accredited, cash-generating business. Value compounds as Gemini grows organically and benefits from Group infrastructure. Realised on Group exit or standalone Gemini transaction.
- AMPM Group equity. Platform value created by acquisitions, acqui-hire and subsidiary launches. At £25–30m revenue and £3m+ EBITDA, a 7–8× exit multiple implies enterprise value of £21–24m. AMPM Live adds technology premium. Exit route: trade sale to Marlowe Group, Mitie, andwis or equivalent strategic acquirer.
Target return on total facility: 3–4× money-on-money over the 5-year hold period, based on the financial projections set out in Section 10.
A note from the management team
- The management team has deployed its own capital and professional reputation into this Group.
- We are not seeking passive funding — we are seeking a partner who shares the conviction that this is the right time to build a compliance services platform, and who brings financial firepower to match our operational capability.