Elixirr International Regulatory News (ELIX)

ELIXIRR INTERNATIONAL PLC

("Elixirr" or the "Company")

Acquisition of Responsum, Inc.

Elixirr International plc (AIM:ELIX) (together with its subsidiaries, the "Group"), the established, global award-winning challenger consultancy, is pleased to announce the acquisition of the entire issued share capital and voting rights of, Responsum, Inc. ("Responsum"), a US-headquartered firm which has developed proprietary artificial intelligence software (the "Acquisition").

Highlights

· Responsum is a US-headquartered firm which has developed proprietary Artificial Intelligence ("AI") software

· The Group's fourth acquisition since IPO in July 2020, fifth overall, and second in the USA - enhancing the Group's presence in this key market

· The Acquisition brings specialist services in emerging technology, and large language model ("LLM") and generative AI into the Group, complementing the Group's existing service offering and iOLAP Inc.'s ("iOLAP") data and analytics capabilities in particular

· The global AI market is forecast to grow from US$208 billion in 2023 to US$1.8 trillion by 2030[1]. Consequently this acquisition positions the Group to capitalise upon the growing demand from clients for support in understanding how to implement and benefit from AI

· The Group has already worked closely alongside Responsum on several client engagements prior to the acquisition, with a partnership between Responsum and the Group announced on 3rd August 2023. Since then, 40+ client opportunities have been identified, validating the opportunity

Reasons for the Acquisition

Responsum helps organisations realise and implement solutions using the latest in AI, machine learning and generative AI models like GPT-4. The platform can be used across different industries by sales teams to scale productivity, performance and data hygiene; support teams to reduce costs and improve the customer experience; executives and managers to streamline access to internal data and reporting; and researchers to analyse documents and data at scale.

The Group was already working closely with Responsum prior to the acquisition and sees a significant opportunity to offer its consulting services in conjunction with Responsum's AI platform to its client base. Responsum's LLM and generative AI expertise, combined with iOLAP's technology and data capabilities together with Elixirr's strategic consulting expertise, will enable clients to not only accelerate the adoption of the technology, but use it in the most valuable ways. This acquisition also builds on Elixirr's organic growth in the AI market, as evidenced by Elixirr's most recent Partner hire, John Kalil, who brings previous experience as Chief Customer Officer at Noodle.ai.

Responsum was co-founded by Steve Steinberg (CEO) and Adam Hofmann (Chief Marketing Officer). Steve will continue to lead the business following the Acquisition.

Consideration for the Acquisition

The Group acquired Responsum for a maximum enterprise value of US$7.4 million. The maximum consideration is US$6.4 million which consists of:

- Initial consideration of US$2.0m in cash;

- Initial consideration of US$3.4m to be settled through the issue in September 2023 of 505,196 Elixirr

International plc Ordinary shares at a price of £5.40 per share;

- Potential earn-out payments of up to US$1.0 million in cash which are contingent on iOLAP Inc. and Responsum Inc. together achieving EBIT margin targets in periods up to 31 December 2026.

The Ordinary Shares purchased pursuant to the Acquisition will be subject to restrictions on sale for a total period of up to 4 years. The sellers have also agreed 3-year restrictive covenants.

Admission and Total Voting Rights

As referred to above, as part of the consideration for the Acquisition, Elixirr will issue 505,196 new Ordinary Shares. The new Ordinary Shares will rank pari passu with the Company's existing issued Ordinary Shares. Application will be made to the London Stock Exchange for 505,196 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 22nd September 2023.

After Admission, the total number of Ordinary Shares in issue will be 46,691,677 and the total number of voting rights will therefore be 46,691,677. 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:

"Bringing Responsum on board will allow us to engage with our clients in a way that is very differentiated in the market - combining strategy and execution together under one roof, empowered by the tech of tomorrow. This acquisition enables us to be anchored in a core capability but provide the wider strategic services needed to make a real difference for our clients' organisations. This is just one of many acquisitions we intend to make in areas that add real value to the change journeys and value creation opportunities our clients have."

Co-founder & CEO of Responsum, Steve Steinberg said:

"Generative AI presents huge opportunities for businesses. That's exactly why we founded Responsum - to help clients unlock the power of this technology to drive efficiency, value and creativity. As part of Elixirr, not only can we now bring our technical expertise to a wider range of businesses across the globe, but also strengthen our offering through the power of the Elixirr brands. Working together over the past year I have also been able to see the cultural alignment between our teams - an entrepreneurial drive in every individual and a real passion for clients' success. Coming together will give us the best possible opportunity to help more companies reach their full potential and effect real change using AI."

Non-Executive Chairman of Elixirr, former President & Chief Strategy Officer of Salesforce and former CEO of BT, Gavin Patterson said:

"The acquisition of Responsum demonstrates Elixirr's position as a consultancy centred around the cutting edge technology. The potential of AI is limitless, and emerging technology such as this will have a key impact on the consulting industry and the evolution of services that clients will demand, providing huge growth opportunities for Elixirr's core offering. Having the ability to advise clients on this emerging and important market will set Elixirr up for success and continued growth in the future."

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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 innovative 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.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the company's obligations under Article 17 of MAR.