Gateley Holdings Regulatory News (GTLY)

4 October 2022

Gateley (Holdings) Plc

("Gateley" or the "Group")

(AIM:GTLY) 

Acquisition of Symbiosis IP Limited,

Issue of Equity and Total Voting Rights

Gateley, the legal and professional services group, is pleased to announce the acquisition (the "Acquisition") of Symbiosis IP Limited ("Symbiosis") for a maximum consideration of circa £2.5 million.

Founded in 2008 by Directors, Julie Myint and Rob Docherty, Symbiosis is a chartered patent attorney firm specialising in IP services for the life sciences industry. Symbiosis is the second patent attorney business Gateley has acquired onto its Business Services Platform following the acquisition of Adamson Jones in January 2022. For the year ended 31 March 2022, Symbiosis delivered revenue of £1.8 million, with corporatised profit before tax of £0.3 million.

Acquisition rationale

Alongside Adamson Jones, the Acquisition of Symbiosis further enhances the development of complementary business services with an IP and brands focus. The Group aims to build an industry relevant patent and trademark attorney offering via a mix of acquisitive and organic growth, and by adding new patent specialisms and geographical areas.

Terms of the Acquisition

Under the terms of the Acquisition agreement, the Group will pay consideration of approximately £2.5 million (the "Consideration") subject to a completion accounts adjustment. The Consideration will be satisfied as to approximately £1.5 million in cash and £1.0 million by the allotment and issue of new ordinary shares of £0.10 each in Gateley ("Consideration Shares"). Any adjustment following agreement of the completion accounts will be deductible from the cash element of the Consideration. £1 million of the cash consideration is being funded from the Group's revolving credit facility with the balance of £0.5 million from existing cash resources.

Issue of the Consideration Shares and Total Voting Rights

Further to the Acquisition, 523,012 Consideration Shares are to be issued. Application will be made to the London Stock Exchange for the 523,012 Consideration Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will take place at 8:00 a.m. on Friday 7 October 2022.

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 125,141,617 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 to 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 Symbiosis to the Group. This strategic acquisition will extend the reach of our offering in IP, patents and trademark work across our consultancy and legal services teams who operate in this field. The Acquisition of Symbiosis forms part of an acquisitive and organic growth plan that builds on the expertise we have in the intangible assets market and where we believe there is potential for further development."

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