Panoply Holdings PLC (The) Acquisition of D/SRUPTION & Total voting rights (9417M)
14 Gennaio 2019 - 8:00AM
UK Regulatory
TIDMTPX
RNS Number : 9417M
Panoply Holdings PLC (The)
14 January 2019
14 January 2019
The Panoply Holdings PLC
("The Panoply", or the "Group")
Acquisition of D/SRUPTION to become a Group marketing
platform
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 iDisrupted Ltd ("D/SRUPTION") for an
initial consideration of GBP50,000 in shares (the "Acquisition").
D/SRUPTION provides a platform for The Panoply's Group companies to
increase awareness of the Group's capabilities amongst digital
transformation decision-makers in large organisations. It also
provides the opportunity to turn Group marketing into a profit
rather than a cost centre.
D/SRUPTION is an established thought-leader with over 17,500
subscribers, including representatives from 88 of the FTSE100,
numerous Government departments, Fortune 500 companies and other
large organisations.
The Panoply has acquired D/SRUPTION to support expansion and
further development as a business and with the intention for it to
become a key marketing platform for its Group companies. Through
its magazine, newsletter, research papers and events, D/SRUPTION
currently reaches the senior management within many large
organisations involved in digital transformation. Going forward,
Group companies will be able to leverage content, sponsorship and
advertising opportunities at limited or no cost. In order to
preserve integrity and to maintain the high level of quality
content it currently creates, D/SRUPTION will retain editorial
independence.
D/SRUPTION
The Acquisition of D/SRUPTION delivers on the Group's objective
to provide a marketing platform for its Group companies to leverage
and, in so doing, supports the proposition that The Panoply
provides a powerful marketing umbrella.
Neal Gandhi, Chief Executive Officer of The Panoply said:
"One of the key reasons that companies join The Panoply is our
ability to provide them with a marketing platform that smaller
services companies are not typically able to create for themselves,
driving further growth. Our plan has always been to build a content
platform for our Group companies to leverage. The creation of that
platform along with a subscriber base of a similar size to
D/SRUPTION's would have taken many years and cost hundreds of
thousands of pounds. By acquiring D/SRUPTION, we have made that
platform immediately available and saved a considerable amount of
money."
Rob Prevett, Chief Executive Officer of D/SRUPTION said:
"We have spent close to four years building D/SRUPTION to where
it is today and are pleased to have a subscriber base that offers
unparalleled access to digital disruption decision-makers in large
organisations. We look forward to working with The Panoply to
expose that base to Group companies, significantly increasing their
awareness amongst this traditionally hard to reach group. We've
long held an ambition to expand our proposition both in the UK and
Europe and The Panoply provides us with the platform to fulfil that
goal."
Additional information on the acquisition
The initial consideration for the Acquisition is GBP50,000 and
will be satisfied through the issue of 57,142 ordinary shares in
the Panoply at a price of 87.5 pence per share (the "Initial
Consideration Shares"). The sellers of D/SRUPTION may be entitled
to receive deferred earn-out consideration based on the performance
of the business during the four financial years from 1 April 2019
to 31 March 2023. Any such shares will be issued over a 24 month
period following the determination of the accounts in respect of
the relevant financial period and will be issued at the higher of
87.5 pence per ordinary share and the 30 day VWAP prior to the
issue of such earn-out shares.
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
D/SRUPTION's EBITDA decreases over the 4 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 18 January 2019. Following this issue, the Company's
issued share capital will comprise 42,295,147 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.
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
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.
About D/SRUPTION
More information about D/SRUPTION is available at
https://disruptionhub.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ACQKMGMMLFKGLZM
(END) Dow Jones Newswires
January 14, 2019 02:00 ET (07:00 GMT)
Grafico Azioni Tpximpact (LSE:TPX)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Tpximpact (LSE:TPX)
Storico
Da Apr 2023 a Apr 2024