TIDMTPX
RNS Number : 7533K
Panoply Holdings PLC (The)
18 December 2018
18 December 2018
The Panoply Holdings PLC
("The Panoply", or the "Group")
Acquisition of Deeson, a leading digital agency
and
Total voting rights
The Panoply Holdings PLC, the digitally native technology
services company, is pleased to announce the acquisition of the
entire issued share capital of Deeson Group Holdings Limited
("Deeson"), a digital agency specialising in high profile
content-managed websites and digital products, for a maximum total
consideration of up to GBP3.6m (the "Acquisition").
The Acquisition will be integrated into TPX Manifesto, an
existing Group company, adding scale and providing a strong
foothold in complementary verticals. The Panoply plans to rebrand
Deeson as TPX Manifesto in the coming months.
Background to the Acquisition
Deeson has built a strong position in the media and culture
industries, with clients including ITV, Robbie Williams, Royal
Collection Trust and the Imperial War Museums. The Panoply believes
that Deeson's experience will be complementary to Manifesto's focus
on the not-for-profit sector and provide partnership opportunities
for both businesses. The Acquisition will also reinforce TPX
Manifesto's already strong relationship with Acquia, a leading
digital experience platform provider. In addition to bringing its
contacts and expertise to the Group, the Acquisition provides The
Panoply with a strategic hub in Canterbury, enhancing its client
base and reach to talent pools outside of London.
For the year ended 30 September 2018, Deeson reported continuing
revenues of GBP2.2m and net profit after tax of GBP0.48m (unaudited
and after adding back share option charges). The acquisition is
expected to be immediately earnings enhancing for the Group.
Neal Gandhi, Chief Executive Officer of The Panoply said:
"The Board and I are delighted to announce our first acquisition
since listing earlier this month, and in line with our stated
strategy we are very pleased to bring another earnings enhancing,
debt free, profitable business into the Group. The Panoply's
acquisition strategy is to focus on the addition of new service
capabilities, the hire of new teams and on smaller, complementary
acquisitions. The addition of Deeson to the UK cluster is a great
example of accomplishing the latter objective. It is great to have
achieved this early traction against our strategy, and supports our
confidence in the Group's ability to grow quickly going
forward."
Consideration
The consideration payable to Tim Deeson and Simon Wakeman (as
the selling shareholders of Deeson) under the share purchase
agreement relating to the Acquisition (the "SPA") will comprise of
the following:
-- the allotment and issue of 1,636,363 ordinary shares in the
Panoply, with a value of GBP1,350,000 calculated by reference to
the closing mid-market price on the day of completion of 82.5 pence
(the "Initial Panoply Shares"); and
-- GBP600,000 in cash payable within 3 Business Days of
completion. The cash element of the consideration is being funded
through cash acquired within the Deeson business. There is a small
net cash inflow to the Group from the Acquisition.
together (the "Initial Consideration").
The Initial Consideration will be subject to an adjustment based
on completion accounts to be prepared following completion of the
Acquisition. Any additional consideration payable following such
adjustment is payable by The Panoply in cash and/or by the
allotment and issue of ordinary shares in The Panoply ("Panoply
Shares"). It is anticipated that any further initial consideration
will be payable in cash and be funded through cash in the balance
sheet of Deeson at completion.
Subject to the financial performance of Deeson (based on EBITDA)
during the financial years 1 October 2018 to 30 September 2019 and
1 October 2019 to 30 September 2020, in addition to the Initial
Consideration, the selling shareholders of Deeson will be entitled
to receive deferred earn-out consideration, payable by the
allotment and issue of Panoply Shares following the agreement of
the relevant EBITDA calculations at the end of each of those
financial periods. The number of Panoply Shares to be allotted and
issued shall be calculated by dividing the earn-out price payable
by a price per Panoply Share which is the greater of 82.5 pence
(being the share price of The Panoply at the close of business on
17 December 2018) and the volume weighted average mid-market price
over the 30 business days prior to the issue of the relevant
Panoply Shares. Any Panoply Shares allotted and issued by way of
deferred consideration will be allotted and issued as follows:
-- in four equal tranches over a 24 month period following the
determination of the accounts in respect of the financial year
ending 30 September 2019; and
-- in four equal tranches over a 24 month period following the
determination of the accounts in respect of the financial year
ending 30 September 2020.
The total consideration payable by The Panoply in respect of the
Acquisition is capped at a maximum of GBP3.6m.
All Panoply Shares allotted and issued under the SPA (including
the Initial Consideration Shares) are subject to customary lock-in
arrangements and subject to claw-back by the Panoply if Deeson's
EBITDA decreases over the 2 year earn-out period.
There are no proposed changes to The Panoply's board members as
a result of the Acquisition.
Total voting rights
An application has been made for the admission of the Initial
Panoply Shares to trading on AIM which is expected to take place on
or before 24 December 2018. Following this issue, the Company's
issued share capital will comprise 42,238,005 Ordinary Shares and
this is the total number of voting rights in the Company. There are
no shares held in treasury.
This figure may be used by shareholders as the denominator for
the calculation by which they may determine if they are required to
notify their interest in, or change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
Tim Deeson, Founder and CEO of Deeson said:
"We are very pleased to be joining The Panoply at such an
exciting time for the Group. Having known Jim Bowes and Manifesto
for a long time, over the last 18 months it has been remarkable to
see the benefits of their having access to The Panoply. With the
status of a listed business and working hand-in-hand with
Manifesto, we are confident we will be able to grow our customer
base, secure larger deals and effectively grow the team."
Jim Bowes, CEO of TPX Manifesto commented:
"Deeson is a very strong addition to The Panoply, and we look
forward to welcoming the team to join TPX Manifesto. Their values
and way of working fit well with TPX Manifesto's core aim, to
collaborate with exceptional organisations to change things for the
better. The work they produce is held in high regard by the
industry, and we are excited to work closely with them."
Enquiries:
The Panoply Holdings
Neal Gandhi (CEO) Via Alma PR
Oliver Rigby (CFO)
Stifel Nicolaus Europe Limited +44 (0)207 710 7600
(Nomad and Broker)
Fred Walsh
Alex Price
Neil Shah
Luisa Orsini Baroni
Alma PR panoply@almapr.co.uk
(Financial PR) +44(0)203 405 0206
Josh Royston 07780 901979
Rebecca Sanders-Hewett
Susie Hudson
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 and innovation consulting
businesses across Europe, the Group collaborates with its clients
to deliver the technology outcomes they're looking for at the pace
that they expect and demand.
www.thepanoply.com
About Deeson
Based in Canterbury and London, Deeson's multidisciplinary,
agile teams have been successfully delivering digital projects
since 2001. The Company's clients include ITV, BDO, Barnardo's,
Robbie Williams, Royal Collection Trust, Imperial War Museums,
University of Derby, Shepherd Neame, Cambridge Consultants and the
National Crime Agency.
Deeson designs and builds public-facing websites, intranets,
data platforms, business systems and system integrations. The
agency's expertise spans open source technologies including Drupal,
WordPress, React, Angular, Symfony and Laravel. The agency holds
ISO9001 and ISO27001 accreditations.
www.deeson.co.uk
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END
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December 18, 2018 02:00 ET (07:00 GMT)
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