TIDMARTA
RNS Number : 9342B
Artilium PLC
16 January 2018
For immediate release 16 January 2018
Artilium plc
("Artilium" or the "Company" or the "Group")
Subscription for EUR1.25 million, Acquisition of Interactive
Digital Media GmbH and Issue of Equity
Artilium plc (LSE/AIM: ARTA), the AIM-quoted provider of
innovative telecommunication software and solutions, is pleased to
announce the acquisition ("the Acquisition") of the entire issued
share capital of Interactive Digital Media GmbH ("IDM"), a
German-based cloud communication company, for an aggregate
consideration of EUR3.5 million. The consideration will be
satisfied in EUR2.0 million cash and EUR1.5 million in options over
ordinary shares of 5 pence each in the capital of the Company
("Ordinary Shares") (the "Options"). The cash element of the
consideration will, in part, be funded by the proceeds a
subscription for 11,485,930 new Ordinary Shares at a price of 9.58
pence per Ordinary Share, raising gross proceeds of approximately
EUR1.24 million (the "Subscription"). The Acquisition will be
immediately earnings accretive and profit and cash flow
generative.
About IDM
Launched in 2003, IDM is a technology mid-market company
offering its communication products and services to more than 1,750
customers including mobile network operators, large corporates and
SMEs. The business is one of the largest mid-market companies
supplying value-added cloud communication services and solutions
around the world. In 2016, IDM generated EUR5.3 million of
consolidated turnover, an EBITDA margin of 8.4% and net income
above 5.3%. IDM made a pre-tax profit of EUR273,310 for the year
ended 31 December 2016, and had total gross assets of
EUR2,659,904
IDM is focused on three main activities:
1. Enterprise messaging & communication
2. Cost efficient SMS wholesale, and
3. A2P SMS hubbing directly to OTT clients.
IDM operates its own proprietary customer portal and its systems
are co-located in three data centres across Germany. IDM's
management team, which have a combined experience of 225 years,
will remain with the enlarged Group post acquisition, and will play
a key role integrating IDM services into Artilium.
The rationale for the Acquisition is as follows:
-- The Acquisition is transformational for Artilium and will
increase the Group's revenue by more than 50%. Accordingly,
Artilium's dependence on its largest customer will be significantly
reduced
-- There is a significant opportunity to cross-sell Artilium's
and IDM's products to their respective customers. IDM's products
& services are an excellent example of value-added
communication services to enterprises and telecom players which
allow the cross and upsell of additional services, including
contact centre as well as Cloud PBX and telco wholesale services.
Artilium's software skills and products are based on the same
technology as IDM; and is therefore able to immediately add value
to IDM's customers and product ranges
-- The Acquisition will enable the Group to gain immediate
traction in the global messaging market with messaging and SMS
being common to any handset or smartphone in the world. In 2015 an
estimated eight trillion SMSs were sent worldwide
-- There are immediate synergies in development, wholesale and
sales. IDM has relationships with over 40 telecom operators
worldwide and IDM's presence and customer base do not overlap with
the Group's existing footprint. Accordingly, the acquisition will
allow Artilium to grow its presence and customer base
internationally
Options
The Options will be issued to the vendors of IDM as part of the
consideration. The Options will be nil cost options over 11,110,138
Ordinary Shares at a price of 12 pence per Ordinary Share equating
to EUR1.5 million in aggregate. The Options vest on 1 January 2020
and will be eligible for exercise at any time after that date.
There are no performance criteria attached to the Options. The
Options represent 3.26 per cent. of the currently issued share
capital of Artilium.
Subscription and Issue of Equity
In order to fund the cash element of the consideration for the
Acquisition, the Company has successfully raised approximately
EUR1.24 million by way of a subscription of 11,485,930 new Ordinary
Shares (the "Subscription Shares") with new and existing investors.
The Subscription Shares were sold at a price of 9.58 pence per
share ("Subscription Price") and represent, in aggregate,
approximately 3.37 per cent. of the currently issued share capital
of the Company.
The Company also announces that it has issued 1,136,873 new
Ordinary Shares at an issue price of 12 pence per Ordinary Share in
lieu of fees owed to various consultants who have provided services
to the Company (the "Consultancy Shares").
Application has been made for the Subscription Shares and the
Consultancy Shares to be admitted to trading on AIM ("Admission")
and dealings are expected to commence on 19 January 2018. The
Subscription Shares and the Consultancy Shares will rank pari passu
with the Company's existing ordinary shares. The total number of
Ordinary Shares of Artilium in issue following Admission will be
353,906,558. Accordingly, the figure of 353,906,558 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 and Transparency Rules.
Bart Weijermars, Chief Executive Officer of Artilium said:
"This is a transformational transaction for Artilium, which
significantly increases our presence in not only the German market
but worldwide. The IDM acquisition opens up the growing enterprise
market and will be immediately earnings accretive. As separate
companies, Artilium and IDM had bright futures but together the
opportunity for growth is considerably enhanced."
"IDM already benefits from a strong and growing customer base,
particularly within the enterprise marketplace and has a strong
pipeline and momentum. I am confident that together we will be able
to execute on these effectively and develop further opportunities
whilst delivering shareholder value."
-Ends-
For further information please contact:
About Artilium
+32 (0) 5023
Artilium PLC 0300
Bart Weijermars - Chief Executive
Officer
finnCap Ltd
Jonny Franklin-Adams / Scott Mathieson
(corporate finance) +44 (0) 207
Camille Gochez (corporate broking) 220 0500
+44 (0) 207
Buchanan 466 5000
Richard Darby / Chris Lane / Jamie
Hooper / Catriona Flint
Notes to editors
Artilium is a demonstrated leader in the development of next
generation communication technologies. Artilium's strategy focuses
on supporting its customers to successfully grow their business by
providing flexible, cost effective and innovative solutions.
Artilium's innovation-driven strategy empowers telecom operators
around the globe to face the tremendous challenges ahead. We
combine next-generation technology with traditional telecom
environments to create exciting new business opportunities for our
customers. This ensures that our customers are able to keep up with
rapidly evolving market demands while simultaneously growing their
businesses.
ARTA(R) is the real-time Authentication, Authorization and
Accounting (AAA) software that brings a full suite of new
functionalities to telecom Operators and virtual Operators. Thanks
to ARTA(R) value-added services portfolio, including for instance
AAA of voice, text and data services, VoIP, 3G and 4G compliance,
mobile payments and location-based services, our partners are more
than ready to meet future customer needs.
Today, multiple renowned national and international
telecommunication companies rely on Artilium to deliver voice, text
and data services to about 1.5 Million end users every day.
Artilium's "Pay-As-You-Grow" model allows us to scale our
solutions to the exact needs of our customers. As a latest
innovation, Artilium offers its product suite from the Cloud as a
PAAS (Platform As A Service), yielding ARTA's scalability,
flexibility and proven stability.
Artilium PLC is a publicly listed software company on the London
Stock Exchange (LSE/AIM: ARTA).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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