TIDMACC
RNS Number : 1294C
Access Intelligence PLC
06 February 2020
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Upon the
publication of this announcement, the inside information is now
considered to be in the public domain for the purposes of MAR.
6(th) February 2020
ACCESS INTELLIGENCE PLC
Completion of Pulsar Accounting Review
Further to the announcement on 10 December 2019, the Board of
Access Intelligence provides the following update following the
completion of the review by an external firm of accountants of the
accounts of the Pulsar business at closing.
In October 2019, Access Intelligence acquired the Pulsar
business (comprising both Fenix Media Limited, which is
incorporated in the UK, and Face US, which is incorporated in the
US) from Cello Health plc ("Cello"). Following the identification
of certain accounting questions on some contracts within Pulsar
post acquisition, the Board of Access Intelligence commissioned an
accounting review to be undertaken by independent accountants
BDO.
Following completion of the BDO review, an adjustment of the
previously disclosed unaudited financial results for Pulsar is
required. Post this adjustment, for the year to 31 December 2018
Pulsar reported unaudited revenues of GBP6.8 million, gross profit
of GBP3.8 million and an Adjusted EBITDA loss of GBP0.7 million.
Upon acquisition by Access Intelligence, Pulsar's accounting
reference period was amended. For the 11 month period to 30
November 2019, Pulsar would have had reported unaudited revenue of
GBP5.2 million, gross profit of GBP2.3 million and an Adjusted
EBITDA loss of GBP1.7 million.
Pursuant to the terms of the sale and purchase agreement signed
on 2 October 2019 (the "Agreement"), and under the completion
accounts reconciliation process agreed by both sides, Cello Health
has agreed to pay Access Intelligence a net cash sum of GBP1.6m
reflecting the shortfall in net assets delivered at closing versus
the agreed target closing position.
In full and final settlement of any dispute under the Agreement
regarding the appropriate valuation of the business, Cello Health
has agreed that 4,076,238 of the consideration shares will be sold
back to Access Intelligence for GBP1. As Access Intelligence
currently does not have the requisite approvals to acquire these
shares, a shareholder's meeting will be convened to obtain the
necessary approval for the buy back. Upon completion of the buy
back the relevant shares will be cancelled.
The post-acquisition contribution of Pulsar to Access
Intelligence's consolidated financial results for the year to 30
November 2019 is expected to be revenue of GBP0.7 million, gross
profit of GBP0.2 million and an Adjusted EBITDA loss of GBP0.5
million, prior to any acquisition accounting adjustments. The
annual accounts may also be impacted by a potential non-cash write
down. This is currently being discussed with the accountants and an
update will be provided in due course.
This outcome of the financial analysis has no impact on the
rationale for the Pulsar acquisition which is in line with a
strategic ambition to strengthen capabilities in social media
analysis, audience segmentation and social media marketing
evaluation. Recurring revenues with Pulsar are around 70% of total
revenue.
Related Party Transaction
Cello is a related party of the Company for the purposes of the
AIM Rules by virtue of their status as substantial shareholders
holding 10% or more or more of the Company's existing ordinary
share capital.
The Board consider, having consulted with the Company's
nominated adviser, finnCap, that the settlement with Cello set out
above is fair and reasonable insofar as the Company's shareholders
are concerned.
Commenting on the resolution of this matter, Joanna Arnold, CEO,
said:
"Due to Cello Health's proactive engagement, we are pleased to
have reached a swift and satisfactory resolution. The rationale for
the acquisition remains unchanged and we look forward to growing
the business as part of the Access Intelligence portfolio."
For further information:
Access Intelligence plc
020 3426 4024
Joanna Arnold (CEO) / Mark Fautley (CFO)
finnCap Limited (Nominated Adviser and Broker) 020 7220 0500
Corporate Finance - Marc Milmo / Kate Bannatyne / Matthew Radley
/ Kate Washington
Corporate Broking - Alice Lane / Sunila de Silva
About Access Intelligence
Access Intelligence PLC is a tech innovator, delivering high
quality SaaS products that address the fundamental
business needs of more than 3,500 global brands in the PR,
communications and marketing industries. Listed on
AIM, Access Intelligence provides technology that helps
organisations understand what's important to their customers and
their brand as they navigate a constantly changing world of
politics, news and social media. This is alongside the practical
tools and information to ensure their communications are
relentlessly effective in
building awareness, reputation and engagement.
The expanding portfolio includes Vuelio, the platform that helps
organisations make their stories matter; ResponseSource, a network
that connects media and influencers to the resources they need,
fast; and Pulsar, an audience insights and social listening
platform.
- ENDS-
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END
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