Bos Glb Hldgs Regulatory News (BOS)

BOS GLOBAL Holdings Limited

ACN 009 087 852

AIM Release

2 May 2017

BOS GLOBAL Holdings Limited ("BOS GLOBAL" or "the Company") (AIM: BOS), the software developer focused on improving productivity and creating operational efficiencies in the workplace with "Workplace Analytics", is pleased to announce that the final condition precedent to complete its 40% acquisition and investment in Call Design Pty Ltd ('Call Design') has been met. The Company has signed a binding agreement with the Directors & Owners of Call Design approving a new Call Design Shareholder Deed setting out the rights and obligations of each of the parties in respect of being a shareholder in Call Design and agreeing the final settlement date of 23 May 2017.

The Company expects to execute the new Call Design Shareholder Deed and settle both Cash and Share consideration amounting to £2,800,000 representing 40% ownership of Call Design on 23rd May 2017. The consideration is that specified in the conditional Share Purchase Agreement (refer announcement 20 March 2017), with various Warranties and Indemnities provided to the Company on behalf of both Call Design Owners and Directors in the Share Purchase Agreement remaining on foot.

The total Cash and Share consideration is payable as follows:

1. 10% attributable to Cash amounting to £280,000 payable from Company working capital, and

2. 90% attributable to the new issue of 5,040,000 Company Shares, and with 12-month lock-in provision commencing from the date of issue.

Upon settlement, the Company anticipates its total investment will be recorded in its 2017 Audited Financial Statements (ending 30 June 2017) as a Balance Sheet item equity investment.

The Company will apply to the AIM market of the London Stock Exchange ("AIM") to admit these shares to trading on AIM with admission expected on or about Wednesday 24 May 2017. These shares will be subject to a 12-month lock-in agreement from the date of issue.

Major highlights of the new Call Design Shareholder Deed to be executed contemporaneously with Cash and Share settlement include:

· Protection for BOS GLOBAL through mandated minimum incremental revenue and profit targets for Call Design for each financial year ending 30 June 2018, 30 June 2019 and 30 June 2020,

· Company 1st Right of refusal to acquire the 60% balance of Call Design at the same proportional rate of Cash and Shares as applied to the initial 40% Investment including that of 12-month lock-in period for any additional new Share issue;

· Call Design minimum 50% Dividend pay-out ratio each financial year

· BOS nominated Director to the Board of Call Design

· Call Design quorum for a Board Meeting to include that of a BOS nominated Director

The Company Managing Director, Mr Michael Travia is the BOS nominated Director approved by Call Design. Mr Travia's appointment will commence on 23rd May 2017 contemporaneously with both settlement and execution of the Call Design Shareholder Deed.

BOS GLOBAL Managing Director Michael Travia said, "The successful completion of Call Design Due Diligence two weeks ago (refer announcement 21st April 2017), and now moving to settlement with my appointment to the Call Design Board within the next three weeks, is again, a major milestone and achievement for the Company and its Shareholders. Furthermore, having also achieved the establishment of our Global Program Management Office in Hong Kong led by Bill Brooks (refer announcement 26 April 2017) focused on completing individual and greater than USD20m product revenue contracts over minimum three-year term, through investment and acquisition deals such as Call Design, sets a new target for the Company going forward and more opportunities to sell software licenses to existing and prospective clients of both companies"

Further Information

About Call Design and Investment Rationale

Call Design has been operational since 1999 and specialises in workforce optimisation solutions by providing exceptional support, personalised training, custom software development, and consulting services. As a 'Platinum Partner' of Aspect, the world's leading enterprise cloud contact centre provider, Call Design specialises in the deployment, integration, training and support of one of the world's premier Workforce Optimisation platforms. However, the company not only delivers solutions, but it prides itself on the provision of ongoing support to its customers. This includes not only the usual 'break/ fix' kind of support, but a far more useful 'How do I?' kind of support. This helps Call Design build very strong and lasting relationships with its customers, and indeed most of the customers that Call Design started out with are still Call Design customers today.

Call Design has a multi-sector customer base, spread across 26 countries. It works with a significant number of global and leading banks and has a strong presence in Australia, the UK / Europe and the USA.

BOS has launched two software products, BOS Meet and BOS Automate, which automate processes in the workplace. These standalone software products will be integrated into the forthcoming BOS360 Work Patterns platform, which is on track to be launched in May 2017 and aiming to improve the efficiency of an individual, team and organisation's daily activities so that businesses and government bodies can operate smarter. The results are expected to:

· Enable management to make fact based decisions and provide greater insight into how best to optimise teams - taking into account the myriad of variables such as: the volume and type of work activities, roles, social relationships, individual skills, experience and education to name a few

· Provide workers with a tool-set that promotes more efficient work patterns and encourages them to focus on areas of activity that will have the greatest measurable impact on the business and overall productivity

Given the synergy between both companies' visions, and the complementary suite of products and services developed separately, the Boards of BOS and Call Design agree that the Investment by BOS will formally establish significant cross-selling opportunities with the objective of positively impacting the balance sheet of both companies.

Call Design is appointed a Global Platinum Reseller of BOS products and BOS Innovation Partner for the commercial use and improvement of BOS products for a minimum three-year term.

In addition, BOS and Call Design are working together so that BOS can leverage the 24x7 Global Support Desk of Call Design based in Manilla, and to provide the same high level of customer service to BOS enterprise BOS360 Work Patterns clients worldwide such as that already provided to Call Design existing clients such as banks.

For further information on Call Design please visit https://www.calldesign.com.au/

**ENDS**

For further information please visit www.bosglobal.com or contact:

About BOS GLOBAL 

BOS GLOBAL is a Software Company dedicated to making workplaces more productive. 

It does this through its patented platform built to capture and analyse activities as a smart way to help individuals to achieve greater levels of workplace efficiency.

The platform known as BOS360 Work Patterns Platform as a Service ('BOS360 PaaS') launching May 2017, is unique in its ability to digitally render real time views of productivity in the form of Work Patterns at an individual, team or organisation level. 

The platform comprises of three main business competencies;

1. Workplace Automation - How digital information (records and documents) is managed in the workplace.

2. Workplace Productivity - How people are spending their time at work

3. Workplace Integrity - How workplace information is secured and validated.

Each of these competencies are supported by a range of enterprise grade software products designed to perform a specific set of workplace functions. These products also act as both collectors and feeders of information to the BOS360 PaaS for use in the generation of Work Pattern reports and Workplace Analytics.

In addition to BOS Meet and BOS Automate, which were launched in December 2016 and January 2017 respectively, BOS Time will be launched this month in tandem with BOS360 PaaS.

BOS GLOBAL aims to generate re-occurring income through subscriptions of its BOS360 PaaS and supporting products, as well as through licensing of its patented Work Pattern technology. The Company's sales strategy is focussed on building a global distribution partner network via Enterprise Software Vendors, Professional Services organisations and Consulting Practices.

The Company is in the process of completing its investment to acquire a 40% interest in Call Design Pty Ltd on 23rd May 2017, a profitable, Australian based, global provider of workforce optimisation tools, focused particularly on call centre services, which has an established blue chip client base. This highly synergistic investment is expected to provide multiple cross-selling opportunities to both companies in line with BOS GLOBAL's strategy to deliver a comprehensive business optimisation offering globally. This investment includes the 1st Rights for BOS to acquire the balance of Call Design on the same financial terms as the initial 40% investment

Call Design sets a new standard for Workplace Optimisation, while BOS GLOBAL's software sets a new standard for Workplace Efficiency. Both products will be offered through BOS360 PaaS, setting a new standard for Workplace Analytics to give companies greater control in making informed, fact-based decisions on their operational activities; Workforce Analytics is a combination of software and methodology that applies statistical models to worker-related data, allowing enterprise leaders to optimise human and machine resources.

BOS GLOBAL Holdings Limited is a LSE AIM listed company incorporated in Australia, operating from offices in Melbourne, Sydney and Brisbane. The Company also has a regional office in Hong Kong, responsible for the Asia-Pacific region and processing of large scale enterprise product sales with a greater than USD20 revenue stream over an initial three-year contract term. Such deals include acquisitions and investments like the size of Call Design.

The Company is working towards its expanded London Office with its planned move of both Corporate and Board function to London in late 2017. Further, plans are well underway to increase its representation in Europe, the Middle East and Africa (EMEA) and North America with that of Call Design, and with offices on track to be established in 2017 in London and San Francisco respectively.