TIDMCLL
RNS Number : 4788O
Cello Health PLC
02 October 2019
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.
2 October 2019
Cello Health plc
('Cello' or the 'Group')
Sale of Pulsar Platform ('Pulsar')
Cello Health plc (AIM: CLL), the healthcare-focused advisory
group, today announces the sale of Pulsar, the social media
analytics software business, to Access Intelligence Plc ("Access
Intelligence") for consideration of GBP4.5 million (the "Sale")
payable in Access Intelligence shares. The disposal of Pulsar will
allow the Group to focus its capital investment on its higher
growth and higher margin healthcare business as well as supporting
the development of the core Signal business.
Pulsar comprises Fenix Media Limited and Face US Inc ("Pulsar"),
and the consideration shall be satisfied through the issue of
8,653,846 ordinary shares of 5 pence each (the "Consideration
Shares") in the capital of Access Intelligence and a payment in
cash of GBP1.
Access Intelligence
Access Intelligence (AIM: ACC) develops high quality SaaS
products that address the fundamental business needs of the media,
PR, marketing and communications industries. Its technology is used
by more than 3,000 global organisations every day, from blue-chip
enterprises and communications agencies to public sector
organisations and not-for-profits. For the year ended 30 November
2018, Access Intelligence generated Adjusted EBITDA of GBP0.03
million and statutory losses before tax of GBP1.7 million from
revenues of GBP8.9 million and, as at 31 May 2019, had net assets
of GBP9.4 million.
Cello will continue to make use of Pulsar in partnership with
Access Intelligence where there is mutual client opportunity.
Unless in partnership with Cello, Access Intelligence shall not
solicit Pulsar business from, or provide the Pulsar service to,
certain Cello healthcare customers for a period of 24 months post
completion. For the year ended 31 December 2018, Pulsar generated
unadjusted losses before tax of GBP1.0 million from unaudited
revenues of GBP7.0 million and, as at 30 June 2019, had gross
assets of GBP3.2 million. The Group had GBP3.4 million of goodwill
in its balance sheet in relation to Pulsar at 31 December 2018.
Vendor Placing
As announced by Access Intelligence today in relation to its
proposed placing (the "Access Intelligence Placing"), Cello and
Access Intelligence have agreed, pursuant to a placing agreement
dated 2 October 2019, that 272,042 of the Consideration Shares
("Vendor Placing Shares") shall be issued directly to Access
Intelligence placees to raise gross proceeds of approximately
GBP0.14 million to satisfy Cello's funding obligation to Pulsar
described below (the "Vendor Placing").
Consideration
Of the 8,653,846 Consideration Shares to be issued to Cello,
229,327 Consideration Shares shall be assigned to Francesco
D'Orazio (the CEO of Pulsar) (the "Assignment"). The value of the
consideration may be subject to adjustment following completion in
accordance with the terms of the acquisition agreement with Access
Intelligence, but any adjustment will be satisfied in cash and the
number of Consideration Shares will not change. In the Vendor
Placing referred to above, Cello has agreed that 272,042 of the
Consideration Shares will be issued directly to Access Intelligence
placees to raise funds to meet Cello's obligation to fund Pulsar's
PAYE liability in respect of the value of the Consideration Shares
received by Francesco D'Orazio.
Following completion of the Sale, Assignment and Vendor Placing,
it is expected that Cello will hold 8,152,477 ordinary shares of 5
pence each in the capital of Access Intelligence, representing
approximately 10.7 per cent. of Access Intelligence's enlarged
share capital (excluding treasury shares). Cello has undertaken to
retain the 8,152,477 Consideration Shares for 18 months following
completion of the Sale, and to enter into an orderly market
arrangement for a further 12 months thereafter.
Mark Scott, Chief Executive of Cello commented: "We are
delighted that Pulsar can now begin the next stage in its
development as a business whilst enabling Cello to focus on its
core healthcare activities. We look forward to the ongoing
partnership with Access Intelligence, both as a shareholder and as
an ongoing user of Pulsar."
Enquiries:
Cello Health plc
Mark Scott, Chief Executive 020 7812 8460
Mark Bentley, Group Finance Director
www.cellohealthplc.com
Cenkos Securities
Giles Balleny, Harry Hargreaves 020 7397 8900
Buchanan
Mark Court, Jamie Hooper, Sophie Wills 020 7466 5000
cello@buchanan.uk.com
Notes to Editors
Cello Health plc is a global healthcare-focused advisory Group
comprised of a set of leading clinical, commercial advisory and
digital delivery capabilities. Cello Health plc currently services
24 of the top 25 pharmaceutical clients globally, as well as a wide
range of biotech, diagnostics, devices and other key non-healthcare
clients.
Cello Health plc enables clients to commercialise, differentiate
their assets, and drive brand success in ever more complex global
markets. The business delivers its services through nearly 1,000
highly skilled professionals, utilising latest thinking, technology
and digital solutions.
Cello Health plc delivers its services from an office network in
the UK, USA, and Asia, with hub offices in New York City,
Philadelphia PA, London, Edinburgh, Farnham and Cheltenham.
For further information, please visit:
https://cellohealthplc.com
About Access Intelligence
Access Intelligence PLC develops high quality SaaS products that
address the fundamental business needs of the media, PR, marketing
and communications industries. Listed on AIM, its technology is
used by more than 3,000 global organisations every day, from
blue-chip enterprises and communications agencies to public sector
organisations and not-for-profits.
In a fast-changing world of communications, Access Intelligence
is a first-mover, committed to constantly investing in new
services, products and people to keep clients ahead of change. The
Access Intelligence portfolio includes Vuelio, the platform that
helps organisations make their story matter, and ResponseSource,
the network that connects journalists and influencers to the PR and
communications industry. Vuelio is a market leading communications
platform that provides in one place media, political and social
media insight, monitoring and analysis tools. ResponseSource is
used by more than 30,000 journalists, influencers to access the
resources they need, fast.
This information is provided by RNS, the news service of the
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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
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