TIDMACC
RNS Number : 3027Q
Access Intelligence PLC
16 June 2015
FOR RELEASE
16 June 2015
ACCESS INTELLIGENCE PLC
("Access Intelligence", the "Company" or "the Group")
Proposed Acquisition, Proposed Subscription to raise GBP3.03
million and Directorate Change
Further to the announcement made by the Company on 28 May 2015
regarding the proposed acquisition of Cision UK Limited and Vocus
UK Limited (collectively, "C&V"), the Company (AIM: ACC) is
pleased to announce that it has entered into an asset purchase
agreement to acquire 100 per cent. of the business and certain of
the assets of C&V for an aggregate cash consideration of
GBP1.34 million (the "Acquisition").
C&V are the UK divisions of the Cision group, a global
software provider to the public relations and marketing industries.
C&V are leading providers of Integrated Management Solutions
("IMS") in the UK market and currently support in excess of 1,500
SaaS customers on predominantly annual contracts across a wide
range of industries. C&V generated pro forma 2014 revenues of
c. GBP9.8 million and pro forma adjusted 2014 EBITDA of c. GBP0.5
million. The net assets, the subject of the transaction, are c.
GBP0.9 million.
Rationale for the Acquisition
The Board believe the Acquisition will provide the Group with a
developed media contacts database which will strengthen the long
term ability of Group subsidiary AIMediaComms Limited ("AIMC") to
compete within the IMS market in the UK.
C&V's 2014 revenues were derived approximately 87 per cent.
from subscriptions (annual software and content contracts) and 13
per cent. from transactional business (professional services, print
clips, press releases). In 2014, approximately 75 per cent. of its
clients from the private sector and 25% from non-profits,
government and education.
Commenting on the Acquisition, Michael Jackson, Chairman of
Access Intelligence plc, said:"The acquisition and integration of a
premium media database will considerably augment our leading media
relations management platform, Vuelio. It will enhance our ability
to provide the best possible service to the combined client base,
across the private, public and not for profit sectors. The
acquisition of the UK operations of Cision and Vocus clearly
demonstrates our continued commitment to the investment in our
platform and our future development plans will significantly drive
the PR and media intelligence industry forward in the UK."
Asset Purchase Agreement
The Company will acquire 100 per cent. of the business and
certain of the assets of C&V including:
- a media contacts database including over 60,000 contacts,
providing PR customers access to profiles and contact information
for journalists and media outlets;
- in excess of 1,500 C&V UK customer contracts; and
- C&V's third party supplier agreements (predominantly content subscriptions).
In addition, approximately 85 employees will be transferred as
part of the Acquisition.
Subscription
The Group has conditionally raised GBP3.03 million before
expenses through the issue of 40,400,001 new ordinary shares of
0.5p per share at a subscription price of 3p per share to raise
GBP1.21 million ("Subscription Shares") and the issue of GBP1.82
nominal 2015 loan notes ("2015 Loan Notes") ("Subscription").
The Subscription Shares once issued will rank pari passu with
the existing ordinary shares. Application will be made for the
Subscription Shares to be admitted to trading on AIM ("Admission").
It is expected that Admission will become effective and dealings in
the Placing Shares will commence by 8.00 a.m. on 22 June 2015.
The 2015 Loan Notes once issued are repayable 5 years and one
month after their issue date and accrue interest at 10 per cent.
per annum (payable quarterly) up until the first Anniversary of
their issue. Thereafter, they accrue interest at 12 per cent. per
annum. In the event the 2015 Loan Notes are repaid before the first
Anniversary of their issue date, the Company will be required to
pay an early redemption charge to the holders of these notes so
that the return on the investment is equal to not less than 10 per
cent. of the nominal value held.
The proceeds of the Subscription have been raised from existing
shareholders and loan note holders of the Group.
The net proceeds from the Subscription amount to approximately
GBP2.9 million, after expenses, and will be applied as to GBP1.34
million to satisfy the consideration for the Acquisition with the
balance being used for working capital and post-acquisition
integration costs.
Following Admission of the Subscription Shares, the Company's
enlarged issued share capital will consist of 275,510,348 ordinary
shares with voting rights. This number may be used by shareholders,
following the Subscription, 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 share capital of
the Company under the Financial Conduct Authority's Disclosure and
Transparency Rules.
Related Party Transaction
Elderstreet VCT plc ("Elderstreet") is a substantial shareholder
in Access Intelligence and therefore the Subscription by
Elderstreet of GBP200,000 (satisfied by the issue of 6,666,667 new
ordinary shares at 3p per share) and GBP300,000 nominal of the 2015
Loan Notes is considered to be a related party transaction pursuant
to Rule 13 of the AIM Rules. The independent directors of Access
Intelligence, having consulted with the Group's nominated adviser,
Sanlam Securities UK Limited, consider the terms of the 2015 Loan
Notes to be fair and reasonable insofar as shareholders are
concerned.
Following the Subscription, Elderstreet will hold 39,671,666
ordinary shares equivalent to 14.44 per cent. of the enlarged
issued share capital of the Company.
In addition, Elderstreet has agreed to rollover, on the same
terms, the GBP500,000 nominal 2009 loan notes due for redemption in
December 2015 until such time as the 2015 Loan Notes are redeemed.
This transaction is also deemed to be a related party transaction
pursuant to Rule 13 of the AIM Rules. The independent directors of
Access Intelligence, having consulted with the Group's nominated
adviser, Sanlam Securities UK Limited, consider the terms of the
rollover of the 2009 loan notes to be fair and reasonable insofar
as shareholders are concerned.
Directorate Change
The Board of Access Intelligence announces that Kole Dhoot, the
Company's Chief Financial Officer, has resigned with immediate
effect, after an extended period of absence. A process to find his
replacement is underway and a further announcement will be made in
due course.
For further information:
Access Intelligence plc 0843 659 2940
Michael Jackson (Non-Executive Chairman)
Joanna Arnold (CEO)
Sanlam Securities UK Limited (Nominated
Adviser & Broker) 020 7628 2200
Simon Clements/Virginia Bull
This information is provided by RNS
The company news service from the London Stock Exchange
END
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