Panoply Holdings PLC (The) Acquisition of GreenShoot Labs (6960P)
12 Febbraio 2019 - 8:00AM
UK Regulatory
TIDMTPX
RNS Number : 6960P
Panoply Holdings PLC (The)
12 February 2019
12 February 2019
The Panoply Holdings PLC
("The Panoply", or the "Group")
Acquisition of GreenShoot Labs
The Panoply Holdings PLC, the digitally native technology
services company, is pleased to announce the acquisition of the
entire issued share capital of GreenShoot Labs Limited ("GreenShoot
Labs"), a provider of enterprise digital solutions using applied
Artificial Intelligence ("AI") and conversational interfaces (the
"Acquisition").
GreenShoot Labs will be the fourth business to join the UK
cluster of Group companies, and further progresses The Panoply's
aim to build regional clusters which provide a full suite of
digital transformation services. This acquisition is in line with
the Group's strategy to back start-ups with strong management and
strong potential for growth. The acquisition terms include no
initial consideration and additional consideration only payable if
GreenShoot Labs achieves positive EBITDA during the earn-out
period. In the period following completion a de minimis cash amount
will be payable to the sellers of GreenShoot Labs equivalent to the
value of the current net assets of GreenShoot Labs acquired at
completion.
The acquisition marks The Panoply's entry into the growing
applied AI and conversational interfaces market. Conversational
interfaces were recently named the top trend in digital commerce by
Gartner(1) . Research firm Tractica estimate that by 2021 the
global market for voice enabled digital assistants will reach 2.6bn
units, opening up a significant market opportunity to help
organisations build voice enabled services. Co-founders Tim Deeson
and Ronald Ashri lead the management team and are the principal
sellers of GreenShoot Labs. Ronald has a PhD in Computer Science
(Artificial Intelligence), and Tim has a track record of building a
profitable digital services business, Deeson, which was acquired by
The Panoply in December 2018.
(1) Gartner Top 10 Trends in Digital Commerce, October 2018
GreenShoot Labs' customers include a global accounting firm
where GreenShoot Labs is creating an AI auditor. Other recent work
includes the first chatbot supporting cybercrime victims that is
currently being tested by UK police forces. GreenShoot Labs also
recently received significant media coverage for their
voice-enabled AI football coach, created to promote awareness of
STEM careers amongst young people.
GreenShoot Labs is the creator of OpenDialog, an open source
framework for building enterprise automation services using applied
AI and conversational interfaces.
Neal Gandhi, Chief Executive Officer of The Panoply said:
"We are delighted to be making our third acquisition since our
IPO of GreenShoot Labs, a leader in applied AI and conversational
interfaces. Over a short period of time the team there have proven
themselves a player to be reckoned with in their field,
implementing projects for several blue-chip brands and garnering
national acclaim with their AI football coach. The acquisition of
GreenShoot Labs enables The Panoply to solve another important
element of the digital transformation puzzle and we are excited to
see the company's growth accelerate as part of the Group."
Tim Deeson, Co-Founder GreenShoot Labs said:
"Ronald Ashri and I are very excited to have The Panoply's
support in driving our vision for the growth of GreenShoot Labs.
Clients are really starting to see the returns from investing in
conversational interfaces at scale. We are focused on solutions
that power conversational applications for mission critical
products, helping our clients with strategy to ensuring successful
integration with their other technology platforms."
Additional information on the acquisition
There is no initial consideration payable for the acquisition
save for a de minimis cash amount in consideration for the net
assets of GreenShoot Labs at completion. The sellers of GreenShoot
Labs, Tim Deeson, Ronald Ashri, Simon Wakeman and Stuart Haigh, may
be entitled to receive deferred earn-out consideration based on the
performance of the business during the two financial years from 1
April 2019 to 31 March 2021 payable in shares in the capital of The
Panoply. Any such shares will be issued in one tranche following
the determination of the accounts in respect of the relevant
financial period and will be issued at the higher of 100 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 GBP7.35m. In order to achieve
the theoretical maximum for the total consideration payable
GreenShoot Labs would need to generate in excess of GBP1m EBITDA
within the earn out period. There can of course be no guarantee
that GreenShoot Labs is able to grow its business to this level
within the required timeframe.
Any Panoply shares that may be issued and allotted in respect of
the Acquisition will be subject to customary lock-in arrangements
and any Panoply shares issued in respect of the financial year
ending 31 March 2020 shall be subject to claw-back by The Panoply
if GreenShoot Labs' EBITDA decreases in the year ending 31 March
2021.
There are no proposed changes to The Panoply's board members as
a result of the Acquisition.
GreenShoot Labs was incorporated in September 2017 and in its
first year of trading generated revenues of GBP43,297 with an
operating loss before tax of GBP81,739 for the year ended 30
September 2018.
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 GreenShoot Labs
GreenShoot Labs use applied artificial intelligence and
conversational interfaces to create enterprise automation services.
Their work includes a chatbot that supports victims of cyber crime,
powerful workflows and a voice-led AI football coach. The UK-based
company was incorporated in September 2017, and is led by Tim
Deeson and Ronald Ashri. The Company's open source technology,
OpenDialog has been created to drive manage enterprise scale
conversational interface projects.
More information about GreenShoot Labs is available at
www.greenshootlabs.com
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END
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