Tracsis Completes £48 Million Mistral Data Acquisition, Draws £38.7 Million From Credit Facility

Tracsis has completed its £48 million acquisition of Mistral Data, using existing cash and £38.7 million drawn from its revolving credit facility to fund the purchase. The Leeds-based transport technology group said the acquisition leaves it with pro forma net debt to adjusted EBITDA of about 1.5 times.

The closing brings Mistral Data, a rail software business formerly owned by FirstGroup, into Tracsis less than a month after the purchase was announced. FirstGroup’s regulatory notice said the sale completed on August 23, while Tracsis said on August 24 that the conditions for the purchase, including UK Competition and Markets Authority clearance, had been satisfied.

Financing leaves Tracsis at about 1.5 times pro forma leverage

In its completion and trading update, Tracsis said £38.7 million of the £48 million consideration came from drawings on its £40 million revolving credit facility, with the balance funded from existing cash. The group reported £19.4 million of cash at July 31, down from £23.4 million a year earlier, but that year-end figure excludes proceeds from the sale of its Events business that were received on August 3.

The 1.5 times leverage figure is a pro forma measure rather than a simple year-end balance-sheet ratio. Tracsis said it excludes IFRS 16 lease liabilities and compares pro forma net debt with expected FY26 adjusted EBITDA excluding the Events business, plus Mistral Data’s adjusted EBITDA for the 12 months ended March 31, 2026.

When Tracsis first announced the Mistral purchase on July 29, it said its revolving credit facility had been extended by one year and increased to total capacity of up to £40 million, including a £5 million accordion. At that stage, management expected net debt to adjusted EBITDA to be about 2.0 times on completion and to fall to roughly 1.0 times by the end of December 2027 through free cash flow generation.

The completion figure is therefore lower than the initial estimate. One balance-sheet change in the intervening period was the sale of Tracsis’s Events Transport Planning & Management business for an enterprise value of £7.25 million. Tracsis had said the net cash proceeds from that disposal would be used to reduce net debt after the Mistral acquisition, although Monday’s update did not provide a full bridge explaining the difference between the earlier 2.0 times estimate and the 1.5 times completion figure.

Mistral adds recurring rail software to Tracsis

Mistral Data was established in 2010 as FirstGroup’s technology innovation arm and has developed a portfolio of cloud-based rail software and data products. Its products cover customer communications and revenue tools, rail operations and staff communications, asset-management and data platforms, and business-intelligence and cloud-security services.

For the 12 months ended March 31, Mistral generated about £13 million of revenue and about £4 million of adjusted EBITDA, implying a margin of roughly 30%, according to Tracsis’s July acquisition announcement. Around 85% of Mistral’s revenue was recurring under long-term contracts, a mix that fits Tracsis’s effort to increase annual recurring revenue and move toward a more scalable software-led model.

The customer overlap is also limited. Tracsis said Mistral provides business-critical software to seven UK train operating companies and adds two customer relationships that were not previously part of the Tracsis base. The enlarged group is expected to serve 22 of the UK’s 24 train operating companies, giving Tracsis a broader route to sell planning, operations, passenger-engagement and analytics products across the rail sector.

FirstGroup separately confirmed completion of the sale and said the £48 million consideration was paid subject to customary adjustments. The seller said Mistral’s revenue had risen from about £7 million in FY2022 to about £13 million in FY2026, while operating profit reached about £4 million. FirstGroup said the proceeds would support its capital-allocation policy, including investment in UK growth opportunities and continued shareholder returns.

For Tracsis, the purchase sits alongside a broader reshaping of the group. The Events business, which was more services-led, was sold on July 31, and management has been emphasizing higher-margin software and data products with a greater proportion of recurring revenue. Chief Executive David Frost said the addition of Mistral brings complementary products and modern cloud-native technology, with integration of the acquired business now the immediate priority.

FY26 trading remains in line with expectations

The acquisition update was released alongside preliminary trading figures for the year ended July 31. Tracsis expects group revenue of about £85.5 million, compared with £81.9 million in FY2025, while adjusted EBITDA is expected to rise to about £13.5 million from £12.6 million. Both figures include the full-year contribution from the Events business before its sale.

Management described the result as in line with market expectations. Tracsis said it is aware of four analysts publishing independent research and that its compiled consensus for FY26 adjusted EBITDA is £13.5 million, with estimates ranging from £13.2 million to £13.9 million. The preliminary figure therefore sits at the mean of the range the company cited.

Tracsis has set two near-term dates for more detail on the enlarged group. Frost and Chief Financial Officer Andy Kelly are due to host a virtual presentation on September 16 at 11:00 a.m. BST focused on Mistral, while full results for the year ended July 31 are scheduled for November 19.