GenusPlus adds a New Zealand telecoms platform through UCG acquisition

GenusPlus will acquire New Zealand telecommunications construction and maintenance provider UCG for about NZ$40 million upfront and deferred consideration, with a further NZ$25 million tied to performance. The deal expands GenusPlus’s communications capability and is expected to be immediately earnings accretive, subject to regulatory and contractual approvals.

  • NZ$38.25 million upfront payment plus NZ$1.75 million deferred over two years
  • Earn-out of up to NZ$25 million linked to FY27 and FY28 adjusted EBIT
  • UCG generated unaudited FY26 revenue of about NZ$96 million and adjusted EBIT of NZ$7.8 million
  • Long-term Chorus contract covers maintenance, build and provisioning work across the upper North Island
  • Completion is expected by the end of October 2026, subject to conditions precedent
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GenusPlus expands into New Zealand telecommunications

GenusPlus Group Limited (ASX:GNP) is paying up to NZ$65 million for a larger foothold in New Zealand’s telecommunications infrastructure market, agreeing to acquire 100% of Universal Communications Group Holdings Limited, known as UCG. The consideration comprises approximately NZ$38.25 million in upfront cash, NZ$1.75 million deferred over two years and performance-linked payments of up to NZ$25 million.

The acquisition gives Genus access to a business with approximately 150 employees, six offices and a decade-plus relationship with Chorus, New Zealand’s largest telecommunications infrastructure company. UCG holds a long-term contract to deliver Chorus maintenance, build and provisioning work across the upper North Island, including Greater Auckland.

UCG brings NZ$96 million revenue base

UCG reported unaudited management-account revenue of approximately NZ$96 million and adjusted EBIT of about NZ$7.8 million for FY26. Genus says the transaction represents an upfront and deferred acquisition multiple of 5.1 times adjusted EBIT, based on approximately NZ$40 million of consideration, and expects the deal to be immediately earnings accretive.

The deal also adds UCG’s proprietary SiteTRAX workorder management system and large-scale communications network maintenance capability to Genus’s existing infrastructure services platform. Management at UCG, including founder Ralf Luna, is expected to remain in place, with all staff offered continued employment.

Earn-out depends on sharp EBIT growth

The additional NZ$25 million is not guaranteed. The FY27 earn-out of NZ$12.5 million becomes fully payable at adjusted EBIT of NZ$9.9 million, with no payment at or below NZ$7.6 million and a pro rata amount between those thresholds. The FY28 payment follows a similar structure, with the full NZ$12.5 million payable at adjusted EBIT of NZ$13 million and no payment at or below NZ$9.9 million.

Those thresholds imply a materially higher earnings requirement than UCG’s unaudited FY26 adjusted EBIT, although the filing does not provide a forecast explaining how that growth would be achieved. The staged structure limits the immediate cash commitment while leaving Genus exposed to higher purchase consideration if the acquired business meets the targets.

Completion still requires approvals

Genus plans to fund the transaction from its existing cash balance and syndicated debt facility. Completion remains conditional on matters including change-of-control consents for UCG’s material contracts and property leases, as well as a direction order from New Zealand’s Overseas Investment Office.

The parties indicatively expect completion by the end of October 2026. Until those conditions are satisfied or waived, the transaction remains an agreed acquisition rather than a completed one. The immediate questions are whether the Chorus-linked contractual arrangements transfer cleanly and how much balance-sheet capacity Genus retains after funding the purchase.

Bottom Line?

The acquisition adds a substantial New Zealand telecoms platform, but its full value will depend on completing approvals and lifting UCG adjusted EBIT from NZ$7.8 million toward the earn-out thresholds.

Questions in the middle?

  • Will the required change-of-control consents and Overseas Investment Office direction arrive on schedule?
  • Can UCG reach the FY27 adjusted EBIT threshold of NZ$9.9 million while retaining its existing customer base?
  • How much of GenusPlus’s cash and debt capacity will remain available for further expansion after completion?

Sources

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