Gateley Holdings Regulatory News (GTLY)

10 January 2022

Gateley (Holdings) Plc

("Gateley" or the "Group")

(AIM:GTLY) 

Acquisition of Adamson Jones Holdings Limited

Gateley, the legal and professional services group, is pleased to announce the acquisition of Adamson Jones Holdings Limited ("Adamson Jones") for a total consideration of £2.5 million (the "Acquisition"). Adamson Jones provides intellectual property (IP) services encompassing patent, design and trade mark protection advice in the UK, Europe and around the world.

Adamson Jones is the eleventh business Gateley has acquired since its IPO in June 2015 and is the Group's first Business Services Platform acquisition.

Business Services is one of Gateley's four Platforms, the others being Corporate, People, and Property. These are market-facing structures on which the Group clusters complementary legal, and consultancy services. The Business Services Platform supports clients in dealing with their commercial agreements, managing risk, protecting assets, and resolving disputes. It also includes the Group's multi-jurisdictional forensics and business intelligence services, through Gateley Omega. Adamson Jones complements the Group's existing legal services in IP and technology, brand and reputation management, media, and privacy.

Background to Adamson Jones

Adamson Jones was founded in 2000 and is a firm of Patent and Trade Mark Attorneys with a broad range of technical expertise including biotechnology, engineering, pharmaceuticals and software. The business acts for clients from large multinational and national organisations, to universities and SMEs.

The Adamson Jones team has 25 staff headed by Directors Simon Cooper and Nicholas Ferrar and the business has offices in Nottingham, Leicester and London. Both Directors will continue to work as part of the management team post acquisition.

In the year ending 31 March 2021, Adamson Jones generated revenue of c. £3.6 million.

Acquisition rationale

This is the first acquisition Gateley has made on to its Business Services Platform. The Acquisition sets a solid foundation for the development of complementary business services with an IP and brands focus, working alongside the existing team within Gateley Legal, and enabling the business to widen its scope in an area where it already has a well-established and continually growing client base.

Adamson Jones is well known to Gateley Legal's IP team in the East Midlands. The teams are currently working together on a number of ongoing projects and have collaborated on a range of mutual client assignments in recent years.

Terms of the Acquisition

Under the terms of the Acquisition agreement, Gateley will pay consideration of £2.5 million (the "Consideration"). The Consideration, which will be paid in full on completion, will be satisfied as to 50% in cash and as to 50% by the allotment and issue of ordinary shares of £0.10 each of the Group ("Consideration Shares").

The cash consideration is being funded out of the Group's existing resources. The Board expects the Acquisition to generate operational synergies and be immediately earnings enhancing.

Issue of the Consideration Shares

Further to the Acquisition, 543,668 Consideration Shares are to be issued. Application will be made to the London Stock Exchange for the 543,668 Consideration Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will take place at 8.00am on 13 January.

The Consideration Shares will rank pari passu in all respects with the existing ordinary shares of £0.10 each of Gateley ("Ordinary Shares"), including the right to receive all dividends declared, made or paid after completion.

Following Admission, Gateley's total issued share capital will comprise 119,276,639 Ordinary Shares. This number may be used by shareholders in Gateley as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of Gateley under the FCA's Disclosure Guidance and Transparency Rules.

Commenting on the Acquisition, Rod Waldie, Chief Executive Officer of Gateley, said:

"I am delighted to welcome Adamson Jones to the Group as our first acquisition on to our Business Services Platform. Gateley Legal already has an existing and strong relationship with Adamson Jones with whom we have worked previously to support clients on their patent and trade mark applications and protection requirements. We see great growth opportunities in our combined offering, with a focus on assisting our clients in protecting and commercialising their IP assets being a key element of the ongoing development of our Business Services Platform.

"This is a strategic acquisition directly aligned to our Platform strategy. The successful completion of the Acquisition means that the Group has now acquired consultancy businesses, complementary to its legal services, on all four Platforms. This strategy continues to differentiate Gateley, to widen our breadth of services and enhance our appeal to both existing and potential clients. We are actively appraising opportunities to further grow each Platform both organically and by acquisition." 

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