Proposed sale of Searches UK Limited

NAHL is selling Searches UK for £1.23m, but closing is over a year away.

What the company is saying

NAHL Group PLC has announced a binding conditional agreement to sell its wholly-owned subsidiary, Searches UK Limited, to TM Group (UK) Limited for an enterprise value of £1,234,000 on a cash and debt-free basis. The company frames this as a strategic divestment of a non-core asset, highlighting Searches UK's role as a supplier to conveyancers and solicitors in England and Wales. Financial metrics are used to support the narrative, with emphasis on the EV/Adjusted EBITDA multiple of 5.25x and the expected cash proceeds of approximately £1,122,000 before £75,000 in transaction costs. The announcement is confident in tone, focusing on the transaction mechanics and regulatory steps required for completion. NAHL signals that proceeds will be allocated to reduce its revolving credit facility, positioning the sale as a balance sheet improvement. The company is clear that completion is subject to regulatory approvals, including the Competition and Markets Authority, and sets expectations for a long timeline with a long-stop date of 26 January 2027. No notable individuals are highlighted as materially involved in the transaction.

What the data suggests

The disclosed numbers show Searches UK generated £3,343,000 in revenue and £363,000 EBITDA for the year ended 31 December 2025. Adjusted EBITDA for the 12 months to 30 June 2026 dropped to £235,000, reflecting customer churn and cost savings, indicating a weakening financial trajectory. The agreed sale price of £1,234,000 equates to a 5.25x EV/Adjusted EBITDA multiple, which is within a reasonable range for a small, declining-margin business. NAHL expects to receive £1,122,000 in cash proceeds, subject to customary adjustments and before £75,000 in transaction costs. The data is transparent regarding headline figures but lacks detail on net profit, cash flows, or the specific adjustments to proceeds. No evidence is provided for Searches UK's claimed market leadership or the precise impact of the sale on NAHL's overall financial position. The numbers support the core transaction claims but do not allow for a full assessment of strategic or long-term financial benefits.

Analysis

The announcement is generally factual and proportionate, with most claims supported by disclosed financial data (revenues, EBITDA, adjusted EBITDA, EV/EBITDA multiple). The positive tone is justified by the binding conditional agreement for the sale, but the transaction is not yet complete and is subject to regulatory approvals, with a long-stop date over a year away. The majority of key claims are realised (agreement signed, financials disclosed), while forward-looking statements are limited to completion timing and allocation of proceeds. There is no evidence of narrative inflation or exaggerated language; the announcement avoids promotional phrasing and sticks to transaction mechanics. No large capital outlay is required by NAHL, and the proceeds are earmarked for debt reduction. The absence of net profit or cash flow data limits the signal to weak_positive, as per disclosure rules.

Risk flags

• ●Regulatory approval risk is material, as completion is conditional on Competition and Markets Authority consent. If approval is delayed or denied, the transaction may not proceed, directly impacting the anticipated cash inflow.
• ●Execution risk is elevated due to the long timeline, with completion not expected before October 2026 and a long-stop date in January 2027. Prolonged closing periods increase exposure to market, operational, and counterparty risks.
• ●Operational performance risk is evident, as adjusted EBITDA fell from £363,000 to £235,000 within six months, reflecting customer churn and cost pressures. Further deterioration could affect final proceeds or trigger renegotiation of terms.

Bottom line

NAHL is divesting Searches UK for £1.23m, but the deal is not expected to close for at least a year and is subject to regulatory approval. The disclosed financials show declining profitability, with adjusted EBITDA dropping by over a third within six months, which justifies the modest sale multiple. While the company expects to use proceeds to reduce debt, the lack of detail on net profit, cash flow, or the broader impact on group financials limits visibility on strategic upside. The sale will only have a practical impact if and when regulatory hurdles are cleared and the transaction completes. Investors should focus on the risk of delay or non-completion and monitor for updates on regulatory progress. The most important takeaway is that this is a long-dated, conditional transaction with limited immediate financial effect.

Announcement summary

(AIM: NAH) NAHL Group PLC has reached a binding conditional agreement to sell its wholly-owned subsidiary, Searches UK Limited, to TM Group (UK) Limited for an enterprise value of £1,234,000 on a cash and debt-free basis. For the year ended 31 December 2025, Searches UK delivered revenues of £3,343,000 and EBITDA of £363,000. Adjusted EBITDA for the 12 months to 30 June 2026 was £235,000. The consideration represents an EV/Adjusted EBITDA multiple of 5.25x. The Group expects to receive on completion cash proceeds of approximately £1,122,000, before transaction costs of approximately £75,000. Completion of the Transaction is conditional upon satisfaction of certain regulatory approvals, including the approval of the Competition and Markets Authority. The long-stop date for the completion of the Transaction is 26 January 2027.

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