Elixirr International Regulatory News (ELIX)

Elixirr International plc

("Elixirr", the "Company" or the "Group")

Acquisition of Coast Digital Limited

Elixirr International plc (AIM:ELIX), an established, global award-winning challenger consultancy, is pleased to announce the acquisition of the entire issued share capital of digital marketing firm Coast Digital Limited ("Coast Digital") for a maximum consideration of approximately £3.8 million plus an additional cash payment based on working capital at completion (the "Acquisition").

Highlights:

Consideration for the Acquisition

The total consideration payable is £3.8 million. This consists of initial cash consideration of £2.2 million, the issue of 444,752 ordinary shares of 0.005 pence each in the capital of the Company ("Ordinary Shares") at a price of 252.5 pence per Ordinary Share (being the closing mid-market price of an Ordinary Share on 27 October 2020), equating to approximately £1.1 million, plus potential earn out payments in new Ordinary Shares totalling £0.4 million which are contingent on Coast Digital achieving EBITDA targets in 2021 and 2022. An additional cash payment will be made based on the working capital of Coast Digital at completion.

The Ordinary Shares issued pursuant to the Acquisition will be subject to the same restrictions as certain other shareholders of the Company, as described in the Company's admission document. These restrictions consist of a lock-in arrangement until 8 July 2021 and limitations on the proportion of shares that each shareholder can sell in each of the following three years.

Reasons for the Acquisition

The Acquisition will extend the existing digital capabilities of Elixirr, so that the firm can offer a full-service digital capability to its clients. The Acquisition complements Elixirr's creative and technical business, Den Creative, which has increased its revenues by over 200% since acquisition by Elixirr in 2017. The Acquisition will be immediately earnings enhancing.

Coast Digital focuses on developing creative digital strategies and intuitive user experiences. In a recent client survey Coast Digital was rated 26% higher than their competition. It outperformed the competition on 12 of the 15 categories, with its main strengths attributed to flexibility of scope, the quality of the senior team and the practicality of recommendations.

Coast Digital was founded by James Frost and is led by CEO, David Wharram. The current management team will continue to lead the agency following the Acquisition. On Acquisition, certain members of Coast Digital's management team will receive share options which vest based on achieving future EBITDA targets.

Admission and Total Voting Rights

As referred to above, as part of the consideration for the Acquisition, Elixirr has issued 444,752 new Ordinary Shares. Application has been made to the London Stock Exchange for the 444,752 new Ordinary Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective and trading will commence at 8.00 a.m. on 2 November 2020.

After Admission, the total number of Ordinary Shares in issue will be 45,642,542 and the total number of voting rights will therefore be 45,642,542. This figure 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 share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Founder & CEO of Elixirr, Stephen Newton said:

"I'm thrilled to welcome Coast Digital to the Elixirr team. As our first acquisition post-IPO, today's announcement marks the next step in our ambitious growth plans and enables us to support clients in all aspects of digital - something more important than ever in the current market. Coast Digital's expertise will be highly complementary to the quality service Den Creative already provides and their capabilities will be hugely beneficial to many of Elixirr's clients, while our strategy and innovation-led approach has the potential to assist Coast Digital's clients on broader strategic topics.

Importantly, the firm was built by an incredibly passionate founder, and their bespoke offering with a key focus on quality, holds strong parallels to Elixirr's. Coast Digital will be an exceptional addition to our House of Brands, and I'm looking forward to the future!"

CEO of Coast Digital, David Wharram said:

"Very quickly from meeting the Elixirr team we saw huge similarities in the way we operate, our culture and appetite for growth. The platform they can offer to our business is unique, and allows us to retain what has made Coast Digital the firm it is today, while dramatically expanding our potential market reach. We are excited to be starting this next stage of our journey."

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About Elixirr International plc

Elixirr is an established global award-winning management consultancy, challenging the larger consultancies by delivering innovative and bespoke solutions to a repeat, globally-recognised client base.

Elixirr was founded in 2009, by Stephen Newton, Graham Busby, Ian Ferguson, Andy Curtis and Mark Goodyear, experienced business advisors who identified a market opportunity to provide bespoke, personal services as a 'challenger' to the traditional consultancy businesses in the market. Elixirr guides its clients to overcome challenges such as: future-proofing against technological disruption; development and roll-out of new propositions, products and services; incubating new businesses; navigating a more complex and multinational regulatory environment; and project management and implementation of major change programmes.

The information communicated in this announcement includes inside information for the purposes of Article 7 Regulation 596/2014.