Further information on related party transactions

RNS Number : 1143N

Blancco Technology Group PLC

21 October 2016

Blancco Technology Group plc

Further information regarding current and historical related party transactions

Blancco Technology Group Plc ("the Company") is providing, as additional detail for shareholders, further information on certain related party transactions already reported in its Annual Report and Accounts for the years ended 30 June 2013 - 2016, inclusive, and for the current financial year.

The tables below set out further details of the fees paid in related party transactions between the Company and Hanover Investors Management LLP ("Hanover"), an investment and advisory firm, or its connected parties.¹

Current Financial Year

Particulars of the transaction	Date of agreement of fees	Amounts paid to Hanover or its connected parties2	Services provided
Advisory services on the restructuring of certain international joint ventures	27 May 2016 and 13 September 2016	£400,000 in two instalments. The first instalment of £225,000 has been invoiced. The second installment of £175,000 will be invoiced following completion of the second phase of the restructuring	Corporate finance advisory services
Total		£400,000

Financial year ended 30 June 2016*

Particulars of the transaction	Date of agreement of fees	Amounts paid to Hanover or its connected parties²	Services provided
Advisory services on the acquisition of Tabernus	19 October 2015	£250,000	Corporate finance advisory services
Advisory services on the disposal of Repair Services business	25 November 2015	£760,200	Corporate finance advisory services
Advisory services on the acquisition of Xcaliber	24 March 2016	£450,000	Corporate finance advisory services
Strategic advisory mandate	29 January 2016	£120,000	Corporate finance advisory services
Total		£1,580,200

Financial year ended 30 June 2015**

Particulars of the transaction	Date of agreement of fees	Amounts paid to Hanover or its connected parties2	Services provided
Advisory services on the investment in Xcaliber	14 October 2015	£250,000	Corporate finance advisory services
Advisory services on the acquisition of SAFE IT	30 January 2015	£200,000	Corporate finance advisory services
Advisory services on the investment in Blancco	31 July 2015	£90,000	Corporate finance advisory services
Total		£540,000

Financial year ended 30 June 2014***

Particulars of the transaction	Date of agreement of fees	Amounts paid to Hanover or its connected parties 2	Services provided
Advisory services on the acquisition of Blancco	29 April 2014	£500,000	Corporate finance advisory services
Advisory services on the acquisition of Digicomp	30 October 2013	£150,000	Corporate finance advisory services
Advisory services on the investment in Xcaliber	30 July 2013	£75,000	Corporate finance advisory services
Consultant charge	13 July 2014	£65,000	Provision of consultant's services
Total		£790,000

Financial year ended 30 June 2013****

Particulars of the transaction	Date of agreement of fees	Amounts paid to Hanover or its connected parties 2	Services provided
Advisory services on the acquisition of Bitronic and Landela	30 July 2013	£200,000	Corporate finance advisory services
Advisory services on the acquisition of HDM	28 June 2012	£150,000	Corporate finance advisory services
Total		£350,000

¹ Hanover is, and was at the relevant time, a related party of the Company by virtue of its association with Matthew Peacock and Tom Russell, both of whom are or were directors of the Company and partners in Hanover.

² All amounts paid in cash from the Company's free cash flow.

* As previously disclosed in the Company's Annual Report and Accounts for the year ended 30 June 2016, page 133-134.

** As previously disclosed in the Company's Annual Report and Accounts for the year ended 30 June 2015, page 119.

*** As previously disclosed in the Company's Annual Report and Accounts for the year ended 30 June 2014, page 109.

**** As previously disclosed in the Company's Annual Report and Accounts for the year ended 30 June 2013, page 78.

On each occasion of approving such engagements, those directors not connected to Hanover considered that the terms of the engagement of Hanover were fair and reasonable insofar as the Company's shareholders were concerned.

The fees paid to Hanover were for corporate finance advisory services and, to the extent they related to transactions rather than general advisory mandates, were fully contingent on the completion of the relevant M&A deals. These services included consultancy services, deal management and advice, investment analysis and advice, drafting, review and negotiation of transaction documents, strategic advice, investment presentation preparation and due diligence.

In addition, since the 2015 financial year the Company has let office space to Hanover at its London office at a full recharge of the Company's rental cost. The annual rent paid by Hanover for the relevant financial years was 2015: £188,000; and 2016: £165,000.

On any future such transactions to which AIM Rule 13 applies, the Company will make the required "fair and reasonable" statement, having consulted with its nominated adviser.

For further information, please contact:

Blancco Technology Group Plc +44 (0) 20 3657 7000

Matthew Peacock, Non-Executive Chairman

Patrick Clawson, Chief Executive Officer

Jog Dhody, Chief Financial Officer

Peel Hunt LLP (Nominated Adviser and Broker) +44 (0) 20 7418 8900

Richard Kauffer

Euan Brown

Panmure Gordon (UK) Limited (Joint Broker) +44 (0) 20 7886 2500

Dominic Morley, Corporate Finance

Charles Leigh Pemberton, Corporate Broking

Tulchan Communications +44 (0) 20 7353 4200