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RNS Number : 2840Y
Panoply Holdings PLC (The)
08 September 2020
8 September 2020
The Panoply Holdings PLC
("The Panoply", or the "Group")
Amendment to Share Purchase Agreements
The Panoply (AIM: TPX), the technology-enabled services group
focused on digital transformation, announces that the Group has
entered into various agreements to amend the terms of a number of
its historical share purchase agreements ("SPA"). The details of
these amendments are set out below.
In line with the Group's strategy, as announced in its recent
Annual Report, to consolidate its end-to-end propositions under two
full stack brands, The Panoply has agreed to accelerate the end of
the earn-out periods in respect of FutureGov and Ameo with a view
facilitating full integration into the Group. Ameo is becoming part
of FutureGov, supercharging its change delivery and opening new
doors within local and central Government for even bigger impact.
Ameo supports its clients through full stack change delivery to
build the best outcomes for citizens with long term impact. Both
Ameo and FutureGov continue to trade strongly in line with
expectations.
The result of these changes, together with the other amendments
detailed below, is to increase the total deferred consideration now
known to be payable by The Panoply to GBP 20,835,794 . The maximum
further shares to be issued as a result of this consideration is
26,395,283, which reduces to 18,719,658 assuming the share price
remained constant at 130p, being the closing mid market price on
the day prior to this announcement.
SPA for the acquisition of the entire issued share capital of
FutureGov Ltd ("FG") dated 11 June 2019 (the "FG SPA")
The parties to the FG SPA have agreed that the FG sellers will
receive deferred earn-out consideration equal to a fixed amount of
GBP1,249,290 in respect of the 12 month period ending on 31 March
2021.
The FG SPA has been amended so that this amount is to be paid in
substitution for amounts that were previously to have been
determined by a calculation that was predominantly based on FG's
EBITDA performance for the period to 31 March 2021 (" FG Reference
Period " ). Otherwise the terms of the original FG SPA are not
substantially changed, including in respect of the proportion of
consideration payable as ordinary shares in the Panoply (96%) ("
Panoply Shares ") and cash (4%).
Further, the number of Panoply Shares to be issued and allotted
continues to be calculated by dividing the earn-out price payable
by the greater of 83.125 pence and the volume-weighted average
mid-market price ("VWAP") over the 30 business days prior to the
issue of the relevant Panoply Shares. The timing of the issue and
allotment of these Panoply Shares also remains unchanged, being in
four tranches following the publication of the accounts of the
Panoply for the relevant FG Reference Period.
The cash element of the deferred earn-out consideration, being
GBP121,136.40, will be paid by the Panoply within 10 business days
of this announcement.
SPA for the acquisition of the entire issued share capital of
AMEO Professional Services Limited ("Ameo") dated 10 March 2020
(the "Ameo SPA")
The parties to the Ameo SPA have agreed that the Ameo sellers
will receive deferred earn-out consideration equal to fixed amounts
of:
1. GBP416,460 in respect of the 17 month period ending on 31 March 2021 and;
2. GBP889,710 in respect of the 12 month period ending on 31 March 2022.
The Ameo SPA has been amended so that these amounts are to be
paid in substitution for amounts that were previously to have been
determined by a calculation that was predominantly based on Ameo's
EBITDA performance for each of these periods (each an " Ameo
Reference Period "). Otherwise the terms of the Ameo SPA are not
substantially changed and the number of Panoply Shares to be issued
and allotted remains calculated by dividing the earn-out price
payable by the greater of 82 pence and the VWAP over the 30
business days prior to the issue of the relevant Panoply Shares.
The timing of the issue and allotment of these Panoply Shares also
remains unchanged, being in one tranche following the publication
of the Panoply's accounts for the relevant Ameo Reference
Period.
SPA for the acquisition of the entire issued share capital of
Greenshoot Labs Limited ("GSL") dated 11 February 2019 (the "GSL
SPA")
The parties to the GSL SPA have agreed that the GSL sellers will
receive deferred earn-out consideration equal to a fixed amount of
GBP500,000 in respect of the 12 month period ending on 31 March
2020 (the " First GSL Reference Period " ), in substitution for an
amount that would have been previously determined by a calculation
predominantly based on GSL's EBITDA performance for the First GSL
Reference Period. This is to reflect the value of GSL's revenue
growth during the period.
The calculation for the amount of deferred earn-out
consideration in respect of the 12 month period ending on 31 March
2021 (the " Second GSL Reference Period ") will remain based on the
financial performance of GSL for the Second GSL Reference Period.
In addition, the GSL deferred earn-out consideration remains
payable by the Panoply by the issue of the relevant number of
Panoply Shares (calculated in accordance with the GSL SPA) in one
tranche following the publication of the Panoply's accounts for the
First and Second GSL Reference Period (as applicable).
SPA for the acquisition of the entire issued share capital of
Deeson Group Holdings Limited ("DGHL") dated 18 December 2018 (the
"DGHL SPA")
The maximum total amount of consideration that can be payable
under the DGHL SPA has been increased to GBP4,580,000 . This a
reflection of the strong financial performance of DGHL.
Agreement between Neal Gandhi and Maxine Tolfrey
Neal Gandhi ("NG") has entered into an agreement (the "
Agreement" ) with Maxine Tolfrey (" MT" ) in relation to MT's
rights and obligations pursuant to the share purchase agreement for
the acquisition of the entire issued share capital of Questers
dated 11 May 2018 (the " Questers SPA " ).
Pursuant to the Agreement, MT has agreed that she will transfer
to NG any further consideration she may receive pursuant to the
Questers SPA. The Agreement has been entered into in compliance
with the divorce settlement between NG and MT.
Related party transactions
The entry into the amendment agreements with the shareholders of
FG, Ameo, GSL and DGHL each constitute related party transactions
under the AIM Rules for Companies. The Directors of The Panoply
(who are all independent in relation to these matters), having
consulted with Stifel, consider that the terms of those various
amendment agreements are fair and reasonable insofar as the Group's
shareholders are concerned.
Enquiries:
The Panoply Holdings
Neal Gandhi (CEO) Via Alma PR
Oliver Rigby (CFO)
Stifel Nicolaus Europe +44 (0)207 710 7600
Limited
(Nomad and Broker)
Fred Walsh
Alex Price
Alma PR panoply@almapr.co.uk
(Financial PR) +44(0)203 405 0209
Susie Hudson
Josh Royston
Harriet Jackson
About The Panoply
The Panoply is a digitally native technology services company,
built to service clients' digital transformation needs. Founded in
2016, with the aim of identifying and acquiring best-of-breed
specialist information technology, design and innovation consulting
businesses, the Group collaborates with its clients to deliver the
technology outcomes they're looking for at the pace that they
expect and demand.
The Group is being increasingly recognised as a leading
alternative digital transformation provider to the UK public
services sector, with c. 70% of its client base representing the
public sector and c. 30% representing the commercial sector.
More information is available at www.thepanoply.com
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