Acquisition, Subscription and Directorate Change

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 £3.03 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 £1.34 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. £9.8 million and pro forma adjusted 2014 EBITDA of c. £0.5 million. The net assets, the subject of the transaction, are c. £0.9 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 £3.03 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 £1.21 million ("Subscription Shares") and the issue of £1.82 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 £2.9 million, after expenses, and will be applied as to £1.34 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 £200,000 (satisfied by the issue of 6,666,667 new ordinary shares at 3p per share) and £300,000 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 £500,000 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

 

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