TIDMTPX
RNS Number : 7535D
Panoply Holdings PLC (The)
01 July 2021
This announcement contains inside information
1 July 2021
The Panoply Holdings PLC
("The Panoply", or the "Group")
Acquisition of Nudge Digital
The Panoply Holdings PLC, the technology-enabled services group
focused on digital transformation, announces the acquisition of the
entire issued and to be issued ordinary share capital of Nudge
Digital Limited ("Nudge") (the "Acquisition"), a digital services
agency which delivers strategy-led services primarily to the
pharmaceutical industry, health sector and, more recently, to local
authorities, with a particular focus around care pathways.
Bristol-based Nudge, founded in 2006 by CEO Luke Aikman,
provides strategic consultancy and digital execution on
mission-critical services, from global pharmaceutical projects to
the software underpinning social housing and social care. Since its
founding, Nudge has built up a strong client base including major
pharmaceutical companies Roche and Galderma, private healthcare
provider Bupa as well as the Greater London Authority, Hackney and
Westminster councils.
The Acquisition is strategically important to the Group and
strengthens its overall position in healthcare and, importantly,
provides a n entry into the pharmaceutical industry at a time when
the NHS is looking at precision medicine, risk stratification and
data-driven personalised care plans for patients.
The Acquisition is profitable and immediately earnings enhancing
for The Panoply. Nudge has achieved significant revenue growth over
the last two years of 151% and delivered revenues of GBP2.7m,
adjusted EBITDA of GBP1.0m and adjusted profit after tax of GBP0.9m
for the year ended 31 March 2021 (all unaudited). Nudge enters the
group with a booked backlog of GBP2.5m for FY22.
The Panoply is paying a total consideration of GBP5.0m with
GBP1.75m being satisfied in cash and GBP3.25m by the issue of new
ordinary shares in The Panoply. The cash portion of the
consideration will be funded through the Group's own cash reserves.
The Group remains highly cash generative, with GBP4.9m net cash and
a net debt position of GBP8.2m at 30 June, which remains at less
than 1x pro forma EBITDA.
Neal Gandhi, Chief Executive Officer of The Panoply, said:
"We're delighted to welcome Nudge to the Group at a time when
the NHS is considering its approach to personalised healthcare and
care pathways are coming into sharp focus as the government looks
to deliver on its social care reform agenda.
Pulling together Nudge's experience in private healthcare and
pharmaceuticals with the Group's existing experience across the NHS
and local authority adult social care gives us a strong base to
become a leader in the healthcare sector in the UK."
Luke Aikman, Chief Executive Officer of Nudge Digital, said:
"In recent months, Nudge has started to win contracts that are
impactful and larger in size than ever before. By joining The
Panoply, we can continue on that trajectory in the knowledge that
we have a balance sheet that reassures our clients as well as a
much larger team to draw upon to fulfill their requirements.
As a team, we're excited to begin working in collaboration with
the rest of the Group and to continue delivering exceptional work
to our client base."
Additional information on the acquisition
The Panoply has acquired all of the shares in Nudge Digital from
Luke Aik man (CEO) and Jason Wilkes (Client Services Director).
The consideration payable under the share purchase agreement
relating to the Acquisition (the "SPA") is GBP 5m, subject to a
completion accounts adjustment which is expected to result in the
payment of approximately an additional GBP2.2m to Luke Aikman and
Jason Wilkes in respect of excess cash in Nudge Digital. The
consideration payable at completion of the Acquisition
("Completion") comprises the following:
(a) the allotment and issue of 1,190,476 new ordinary shares in
The Panoply, with a value of GBP 3.25m, calculated by reference to
a price of 273 pence, being the 30 day average mid-market price on
the day prior to announcement (the "Consideration Shares"); and
(b) a payment in cash of GBP 1.75m.
together (the "Consideration").
The Consideration referred to in (b) above is being funded
through the Group's existing cash reserves.
274,726 Consideration Shares or Consideration Shares with an
aggregate value (based on the share price on the first anniversary
of Completion) of GBP750,000 (whichever is higher) are released
from lock-in on the first anniversary of Completion with the
remainder of the Consideration Shares subject to lock-in
arrangements until the third anniversary of Completion. Customary
orderly market provisions apply for 12 months after each of the
lock-in undertakings cease to apply .
Following the issue of the Consideration Shares, Luke Aikma n
and Jason Wilkes will hold 1,071,428 and 119,048 ordinary shares in
The Panoply respectively, representing 1.4% in aggregate of the
then issued share capital.
Admission and total voting rights
An application has been made for the admission of the
Consideration Shares to trading on AIM which is expected to take
place on or around 6 July 2021. Following this issue, the Company's
issued share capital will comprise 82,571,502 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.
The person responsible for this announcement is Oliver Rigby,
CFO.
Enquiries:
The Panoply Holdings
Neal Gandhi (CEO) Via Alma PR
Oliver Rigby (CFO)
Stifel Nicolaus Europe +44 (0)207 710 7600
Limited
(Nomad and Joint Broker)
Fred Walsh
Alex Price
Dowgate Capital Limited
(Joint Broker)
James Serjeant
David Poutney
Nicholas Chambers +44 (0)203 903 7715
Alma PR panoply@almapr.co.uk
(Financial PR) +44 (0)203 405 0209
Susie Hudson
Kieran Breheny
Matthew Young
About The Panoply
The Panoply is a technology-enabled services group, 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 .
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ACQWPUUCQUPGPGU
(END) Dow Jones Newswires
July 01, 2021 02:00 ET (06:00 GMT)
Tpximpact (LSE:TPX)
Gráfica de Acción Histórica
De Feb 2024 a Mar 2024
Tpximpact (LSE:TPX)
Gráfica de Acción Histórica
De Mar 2023 a Mar 2024