Iomart Regulatory News (IOM)

5 June 2023

iomart Group plc

("iomart" or the "Group" or the "Company")

Acquisition of Extrinsica

 Acquisition of high growth Microsoft services provider brings in-demand expertise to iomart portfolio

iomart Group plc (AIM: IOM), the cloud computing company, is pleased to announce that it has agreed to acquire the entire issued share capital of Extrinsica Global Holdings Limited ("Extrinsica"), the holding company of Extrinsica Global Limited (the "Acquisition"). Extrinsica is a Microsoft Azure Cloud solution services provider with offerings including managed Azure Cloud, Azure solution design and implementation services, support & optimisation services and licencing.

Highlights

· Acquisition of deep Microsoft Azure expertise and experience aligns fully with iomart's secure hybrid cloud strategy

· The enriched skills from this acquisition will be available to existing iomart customers to support their Microsoft requirements

· Addition of new customer base, who will now have the full iomart product offering available to them

· Shared values and culture providing positive environment for future growth

Extrinsica was incorporated in 2010 as a Cloud services provider to micro businesses. It was in 2017 that its current business model was established when it was invited by Microsoft to become one of the first 25 Microsoft Azure CSP partners worldwide. It is now solely Azure public cloud focused. 

The Acquisition provides iomart with deep Microsoft Azure expertise, a highly capable team of 33 based in the UK, strong customer references and a shared value and vision for how the Microsoft Practice in iomart should be shaped to support acceleration of growth.

Simon Smith, CEO and Co-Founder of Extrinsica, will continue to lead the business as CEO supported by his highly skilled and experienced team. From a legal, financial and governance perspective, they will be very much part of the iomart Group.

For the year ended 31 March 2023, Extrinsica generated revenues of £7.4m, being year on year growth of c.40%, and EBITDA of £0.1m (unaudited). The acquisition is not considered a substantial transaction as defined in AIM Rule 12.

Consideration 

The initial consideration for the Acquisition is £4.0m, with a potential further £0.3m in cash payable on the achievement of certain key customer targets during the calendar year. Of the initial consideration, £2m will be satisfied by the issue of 1,562,500 new ordinary shares in iomart, which under the terms of the Sale and Purchase Agreement are subject to a 12 month "lock in" provision and based on a fixed share price of £1.28, being the volume weighted average price for the 90 days prior to completion. The balance of £2.0m will be paid in cash. iomart will also repay £3.7m of debt acquired on completion.

The Acquisition also includes a further £4.0m to £7.0m of contingent earn-out payments which are calculated based on Extrinsica's profitability for the 12 months ending 31 March 2024. Of any earn-out payment that becomes due, £1.0m will be satisfied by the issue of iomart shares (the number of shares to be issued will be based on the same share price as the initial consideration). The amount of contingent consideration payable, based on management's forecast, recognised at the date of the Acquisition, is expected to be £4.0m.

The initial consideration, debt settlement and any earn out consideration will be financed through a combination of existing bank facilities and cash on the Company's balance sheet.

The vendors of Extrinsica include the existing management team, amongst others. The largest shareholder is The Vale Retirement Trust with c. 25% of all the issued share capital. This trust is an investment vehicle for a high wealth individual who is not involved in the management of the business.

Consideration shares

iomart has applied for admission of these new ordinary shares to trading on AIM. Admission is expected to take place at 8.00am on 8 June 2023.

The Company's total issued share capital following admission will consist of 112,136,031 ordinary shares of 1 pence each with one voting right per share. There are 140,773 Ordinary Shares in the iomart Group plc Employee Benefit Trust and the Company holds none of its Ordinary Shares in treasury. Therefore, the total number of voting rights in iomart is 111,995,258

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 Financial Conduct Authority's Disclosure Guidance and Transparency Rules. 

Reece Donovan, CEO of iomart Group plc, commented:

"We are delighted to welcome the Extrinsica team to iomart, providing a large step forward in iomart's capabilities to support existing and new customers in their use of Microsoft's Azure cloud platform. Simon and the team have been at the forefront of the market developments of Azure since 2017 and have deep skills and expertise in this in-demand area of cloud computing, which will accelerate the initial investments we have made in our own Microsoft resources and capabilities.

This is a meaningful step in our strategy as we position the Group for its next phase of growth as a leading secure hybrid cloud business."

Simon Smith, CEO of Extrinsica, commented:

"Joining iomart marks an exciting phase for our highly skilled, experienced and ambitious team, providing us with a strengthened platform for growth. It allows us to leverage joint capabilities, capitalise on our understanding of the markets we operate in and build upon our significant achievements to date.

iomart has a long pedigree in cloud infrastructure, an impressive customer base and a growth strategy which I believe positions iomart well for future success. The team and I are all incredibly excited to be working as part of the wider group and look forward to being a key part of driving iomart's ongoing success."

For further information:

 About iomart Group plc

iomart Group plc (AIM: IOM) is a cloud computing and IT managed services business providing hybrid cloud infrastructure, network connectivity, security, and digital workplace capability. Our mission is simple: to make our customers unstoppable by enabling them to connect, secure and scale anywhere, anytime. From our portfolio of data centres we own and operate across the UK to connected sites around the world, our 400-strong team can design and deploy the right cloud solution for our customers.

For further information about the Group, please visit www.iomart.com