TIDMSWG
RNS Number : 1134M
Shearwater Group PLC
26 July 2017
26 July 2017
SHEARWATER GROUP PLC
("Shearwater", the "Company" or the "Group")
Acquisition of Newable Consulting Limited
Launch of Xcina, a new Shearwater Group Company
Shearwater Group plc (AIM: SWG), the digital resilience group,
is pleased to announce that it has acquired the business and assets
of Newable Consulting Limited ("Newable" or the "Business"), a
leading UK based provider of risk, technology, governance, cyber
security assurance and advisory services (the "Acquisition").
The Business was founded in 2009 by its current Managing
Directors, Mark Child and Nick Alford, whom will remain with the
Business to continue to lead its operations. The Business has a
wide portfolio of clients including a number of large corporates,
small, medium enterprises and not-for-profit organisations, and is
currently the preferred supplier of General Data Protection
Regulation ("GDPR") advice through the London Digital Security
Centre, a joint venture launched by the Mayor of London, with the
Metropolitan Police and the City of London Police.
The initial consideration for the Acquisition is GBP0.6 million.
An additional consideration payment of up to GBP0.1 million will be
made to Newable, subject to the future performance of the Business.
For the twelve months ended 31 March 2017, the Business generated
audited revenue of GBP2.4 million and a loss before interest, tax,
depreciation and amortisation of GBP0.08 million. The assets
subject to the Acquisition include customer contracts, the
employees of the Business and certain other tangible assets.
In line with the Group's stated strategy of the acquisition and
development of businesses with a leading product, solution or
service offering, whose full potential can be unlocked through
active management and capital investment, Shearwater will look to
invest in the Business to support its organic growth and meet the
increasing demand for its advisory services. The Company expects
the Business to become profitable in its first full year within the
Group.
As part of the Acquisition, the Business has been rebranded
Xcina Consulting and will form a core component of Shearwater's new
information security and assurance company, Xcina.
Newable has agreed to subscribe for GBP0.15 million of new
ordinary shares in the Company at a price of 4.143 pence per share
(being the twenty trading day volume weighted average price
("VWAP")). Accordingly, application has been made for 3,620,806 new
ordinary shares in the Company to be admitted to trading on AIM
("Admission") and Admission is expected to take place on 27 July
2017. The new ordinary shares will rank pari passu with the
existing ordinary shares in issue. In accordance with the
provisions of the Disclosure, Guidance and Transparency Rules of
the Financial Conduct Authority, the Company confirms that,
following the issue of such ordinary shares, its issued share
capital will comprise 964,359,200 ordinary shares of 1p each. All
of these ordinary shares have equal voting rights and none of the
ordinary shares are held in treasury. The total number of voting
rights in the Company will therefore be 964,359,200 on
Admission.
Newable has also agreed to subscribe for ordinary shares in the
Company on a twenty trading day VWAP basis, once any additional
consideration has been determined.
Newable has agreed not to dispose of the ordinary shares issued
to it as described above for a period of 12 months from issue, with
a further 12 month orderly sale period.
Launch of Xcina, a new Shearwater Group Company
At the same time, the Group is also pleased to announce the
launch of Xcina Limited, a new Shearwater Group company.
Headquartered in the City of London (UK), Xcina has been
established through a combination of organic and inorganic
development and is focused on the provision of information security
and assurance solutions and services aimed at helping companies
prepare for the increasing legislative and regulatory demands on
how data is held and processed, and the ongoing monitoring,
analysis, detection and response to cyber threats.
Xcina's two service offerings comprise, Xcina Consulting (formed
through the acquisition of the Business), which is focused on
providing governance, compliance, cyber security and technology
risk assurance and advisory services, and Xcina Services, a
provider of Security Operations Centre ("SOC") services, data
analytics, threat intelligence and incident response.
As part of this, the Group is currently implementing a number of
organic growth initiatives and evaluating incremental acquisitions
and strategic partnerships within the UK, which if secured, would
accelerate the development of Xcina Services. The Group expects to
make further announcements in due course regarding these and
additional key senior appointments to Xcina.
Xcina will serve a broad range of large corporates, small,
medium enterprises and not-for-profit organisations across a
variety of industry verticals, where clients are seeking to embed
digital resilience within their organisations in an affordable and
cost-effective manner.
In line with SecurEnvoy, the Group's first acquisition, Xcina
will also benefit from being able to leverage the collective
expertise of the Group's Board and Advisory Panel, and access to
Shearwater resources in support of its growth strategy.
For more information, please visit www.xcina.co.uk.
David Williams, Chairman of Shearwater, said: "I would like to
welcome Mark, Nick and the team to Shearwater and I'm thrilled we
have been able to secure their services and Newable's consulting
business. Mark and Nick are highly experienced technology and risk
management practioners and we will support them in continuing to
provide their clients with the high quality assurance and advisory
services they have come to expect.
"Representing our second acquisition this year, it is another
example of partnering with industry leading operators who can see
the merits of joining Shearwater to benefit from the wider market
opportunities that our experienced Board can access."
Mark Child, former Managing Director of Newable Consulting and
newly appointed Managing Director of Xcina Consulting, said: "We
are delighted to be joining Shearwater Group. It became clear to us
very early on through our meetings with David and Mo that this was
the right home for the business. As part of Xcina, we have access
to resources to support us in continuing to advise our tremendously
loyal client base, whilst providing the foundations to facilitate
our development as a leading governance, compliance, cyber security
and technology risk assurance and advisory business."
Michael (Mo) Stevens, Group Chief Executive Officer of
Shearwater, added: "The development of an information security and
assurance capability has been a key objective of the Group since we
formally launched our new digital resilience strategy at the turn
of the year. With Xcina, we now have a platform from which we can
deliver this capability, immediately providing companies with
market leading services and solutions which aim to protect their
most critical data and information assets. We are extremely excited
about the future opportunities for Xcina."
This announcement includes inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 and is
disclosed in accordance with the Company's obligations under
Article 17 of those Regulations.
Contacts:
Shearwater Group plc www.theshearwatergroup.co.uk
David Williams +44 (0) 797 014 8016
Michael (Mo) Stevens +44 (0) 780 171 2582
WH Ireland Limited - Nominated www.whirelandcb.com
Adviser & Broker
Mike Coe, Ed Allsopp +44 (0) 117 945 3470
Powerscourt - Financial PR shearwater@powerscourt-group.com
Ben Griffiths, Andy Jones +44 (0) 20 7250 1446
This information is provided by RNS
The company news service from the London Stock Exchange
END
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