TIDMGHT
RNS Number : 5080T
Gresham Technologies PLC
04 July 2018
RNS
4 July 2018
Gresham Technologies plc
Acquisition of B2 Group S.a.R.L ("B2 Group")
Gresham Technologies plc (LSE: "GHT", "Gresham" or the "Group"),
the leading software and services company that specialises in
providing real-time data integrity and control solutions, is
pleased to announce that it has completed the acquisition of the
entire issued share capital of B2 Group S.a.R.L (the "Acquisition")
for a total consideration of up to EUR 8.5 million, comprising
initial consideration of EUR 3.65 million ("Initial Consideration")
and deferred consideration of up to EUR 4.85 million ("Deferred
Consideration").
The Acquisition adds cash management and payments integration
solutions to Gresham's portfolio of Clareti applications, thus
increasing the Group's addressable market, has a clear financial
rationale and supports Gresham's strategic plan to create a global
enterprise financial technology business. Highlights of the
Acquisition are as follows:
-- Adds approximately EUR 1.4 million of annualised recurring revenues ("ARR").
-- Expected to be earnings enhancing in the first full financial year following Acquisition.
-- Acquires approximately 15 new customers, comprising
corporates, banks, insurers and asset managers.
-- Provides an enlarged footprint in continental Europe and an
established trading subsidiary in Luxembourg.
-- Strong growth potential and opens up the larger cash
management and payments solutions markets.
-- Complements Gresham's existing Clareti Accounts Receivables
Management and Clareti Transaction Control solutions.
-- Adds 14 staff with expertise in cash management, securities and payments integration, straight-through-processing and secure cloud hosting solutions.
About B2 Group
B2 Group, based in Luxembourg and with offices in London, are
specialists in bank-to-corporate integration and cash management
software with a focus on the growing multi-bank solutions market.
B2 Group's core product is an innovative, proprietary, cloud-based
software platform that connects corporates and asset managers with
their bank partners. It provides organisations with real-time
visibility of their cash position, improved control of outgoing
payments and automated processing of incoming statements.
In the year to 31 December 2017, after conversion to IFRS, B2
Group generated revenues of EUR 1.75 million, recording adjusted
EBITDA of 0.14 million and a statutory loss of EUR 0.38 million,
with gross assets as at 31 December 2017 of EUR 0.76 million.
Initial Consideration
The Initial Consideration is being satisfied as to EUR 3.35
million in cash from Gresham's existing reserves and EUR 0.3
million through the issue of 134,440 newly issued ordinary shares
of 0.5 pence each in the capital of the Company ("Ordinary
Shares"). The 134,440 new Ordinary Shares ("Initial Consideration
Shares") will be allotted (credited as fully paid) to B2 Group's
shareholders at a price of 197.4 pence per share (being the average
of the closing middle-market quotations of an Ordinary Share over
the five dealing days prior to the date of completion as derived
from the Daily Official List of London Stock Exchange).
Deferred Consideration
The Deferred Consideration will be calculated based on the
achievement by B2 Group of certain ARR and profitability targets
over the two-year period following completion of the Acquisition
("Completion"). Subject to and depending on the achievement of
those targets, an initial payment of Deferred Consideration will be
paid after the date falling 12 months from Completion and a further
payment of Deferred Consideration will be paid after the date
falling 24 months from Completion, up to an aggregate maximum of
EUR 4.85 million. The Deferred Consideration will be satisfied in
cash except that Gresham may elect to satisfy up to 50% of the
Deferred Consideration through the issue of new Ordinary Shares.
Customary 12 month orderly marketing provisions will apply to any
new Ordinary Shares issued pursuant to the Acquisition.
Admission of the Initial Consideration Shares
Application will be made for the admission to trading of the
Initial Consideration Shares on the Main Market of the London Stock
Exchange and to listing on the Official List of the UKLA, with
dealings expected to commence at 8 a.m. on 9 July 2018.
Following the issue of the Initial Consideration Shares, which
will rank pari passu with all existing Ordinary Shares, the Company
will have a total of 67,739,437 Ordinary Shares with voting rights
in issue. The Company currently holds no shares in treasury.
The figure of 67,739,437 may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Ian Manocha, Gresham CEO, commented:
"We're delighted to be announcing today's acquisition of B2
Group. This exciting combination creates an industry leader in
multi-bank integration and control solutions for corporates, banks,
insurers and asset managers, it strengthens our cloud capabilities
and gives us a platform to further accelerate our growth in
continental Europe. I take the opportunity to extend a very warm
welcome to the B2 team and B2 customers and look forward to
building on the successes to date."
Phil Boland and Marc Binck, B2 Group co-founders, commented:
"Joining with Gresham will enable us to take our innovative
multi-bank solutions to a global market. Gresham shares our passion
for customers and understands how to support the growth of a
successful and talented financial technology team. We are delighted
to be joining Gresham."
Enquiries
Gresham Technologies plc +44 (0) 207 653 0200
Ian Manocha
Tom Mullan
N+1 Singer (Joint Broker) +44 (0) 207 496 3000
Shaun Dobson
Lauren Kettle
Cantor Fitzgerald Europe (Joint Broker) +44 (0) 207 894 7000
Marc Milmo
Catherine Leftley
Note to editors
Gresham Technologies plc is a leading software and services
company that specialises in providing real-time data integrity and
control solutions. Listed on the main market of the London Stock
Exchange (GHT.L) and headquartered in the City of London, its
customers include some of the world's largest financial
institutions, all of whom are served locally from offices located
in Europe, North America and Asia Pacific.
Gresham's award-winning Clareti software platform has been
designed to provide financial institutions with complete certainty
in their data processing. Clareti is a highly flexible and fully
scalable platform for ensuring the integrity of data across an
enterprise. It is designed to address today's most challenging
financial control, risk management, data governance and regulatory
compliance problems.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon the
publication of this announcement via a Regulatory Information
Service ("RIS"), this inside information is now considered to be in
the public domain.
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
ACQLXLLBVDFXBBB
(END) Dow Jones Newswires
July 04, 2018 02:01 ET (06:01 GMT)
Gresham Technologies (LSE:GHT)
Historical Stock Chart
From Apr 2024 to May 2024
Gresham Technologies (LSE:GHT)
Historical Stock Chart
From May 2023 to May 2024