Gamma Communications Regulatory News (GAMA)

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2 March 2020

Gamma Communications plc

Acquisition of Exactive Holdings Limited, a leading provider of Microsoft focused Unified Communications solutions

Gamma Communications plc ("Gamma"), a leading technology-based provider of communications services to business markets in the UK and the Netherlands, is pleased to announce that it has acquired Exactive Holdings Limited ("Exactive").

Transaction rationale

Exactive is a Unified Communications specialist and is one of a small number of Microsoft Teams Voice Partners operating in the UK. It has clients in the UK across both public and enterprise sectors.

This acquisition builds on an existing partnership to bring customers a complete range of services for Microsoft Teams. Following the acquisition of Telsis in November 2019, this is another key stage in Gamma's strategy to become the leading provider of Unified Communications as a Service ("UCaaS")in Europe.

Gamma management have known the Exactive team for a number of years and have worked on joint projects such as London Stock Exchange Group and the Guinness Partnership. Similar to Gamma, Exactive has deep expertise in UCaaS and has developed a multi-tenant Microsoft Teams PSTN routing platform, Cloud UCX™. Gamma is already able to integrate its SIP Trunking service with Microsoft Teams, enabling customers to use the public telephone network direct from Teams. Gamma's direct routing capability offers seamless integration without the need for additional on-premise equipment, licensing, or a site visit. By acquiring Exactive, Gamma will also enhance its offering in the Microsoft ecosystem to help businesses quickly migrate to Teams.

The Board believes that as part of Gamma, Exactive's growth can accelerate. Gamma and Exactive will now work together to deliver Teams based solutions into enterprise and public sector customers. Scott Millar (CEO) and Robert Hutchison (Chief Commercial Officer) who co-founded Exactive in 2005 and Exactive's CTO, Richard McPhee, are committed to working with Gamma and the Board is delighted to welcome them and their team into Gamma.

About Exactive

Exactive employs 28 people mainly in Dunfermline, Scotland but with a support and administration capability in Poland. In the year ended 31 December 2019 revenue was c£3.8million and EBITDA was c£0.4million (unaudited).

The business is cash generative and the acquisition will enhance earnings immediately following completion. The acquisition is not considered a substantial transaction as defined in AIM Rule 12.

Financial terms

Consideration for the acquisition (on a debt-free / cash-free basis) consists of initial consideration of cash and Gamma shares paid on completion of £4.5m with a deferred contingent consideration of up to an additional £3.0m. The payment of the full contingent consideration will require Exactive to achieve EBITDA of £1.5m in 2021. The initial consideration for the acquisition will comprise £3.6m cash (which will be funded entirely from Gamma's existing cash resources) and £0.9m worth of Gamma shares (the number of shares to be issued will be based on a share price calculated as the average of the middle market quotations for an ordinary share for each of the five business days immediately preceding the transaction). The consideration shares will be issued to the vendors, including Scott Millar, Robert Hutchison and Richard McPhee, on or before 15 April 2020 and will be subject to a two year lock-in. A further announcement regarding the share issue will be made in due course.

Andrew Taylor, Chief Executive of Gamma, commented on the acquisition:

"We are really pleased to announce the acquisition of Exactive and to welcoming Scott and his entire team to the Gamma family. I am delighted to build on our track record of working with Exactive to bring customers a complete range of services for Microsoft Teams. UCaaS is an ever evolving and rapidly growing market that we plan to be at the heart of, across all customer environments. Exactive helps us address a part of the market that is already embedded in a Microsoft ecosystem and this will be an essential part of our UCaaS strategy in the years ahead. We have known the Exactive team for many years and see the business as a very good fit. We are really looking forward to working alongside the Exactive team as we continue to grow Gamma, leveraging our experience and resources, to capitalise on the opportunities ahead"

Scott Millar, Chief Executive of Exactive, commented:

"Gamma is the right home for Exactive. As a Microsoft Teams specialist, we are excited about becoming a member of the Gamma family and see this is a key milestone in the continued disruption and convergence in our marketplace as Microsoft continues to become a significant player in the voice and collaboration market."