Jaywing Regulatory News (JWNG)

Jaywing plc

Acquisition of Epiphany Solutions Limited

Jaywing plc (AIM: JWNG) ("Jaywing" or the "Company"), a marketing and consulting business that operates largely in the digital marketing sector, is pleased to announce that it has acquired Epiphany Solutions Limited ("Epiphany"), a search marketing agency based in Leeds and London.

The consideration for 100% of Epiphany's issued share capital consists of an initial cash payment of £11.0 million, plus a further deferred cash payment of £1.0 million and earn out consideration of up to £6.0 million, which would be payable in two instalments over the next two years, subject to future performance of Epiphany. The acquisition is being funded through the Company's existing cash resources and bank debt.

Epiphany was founded in 2005 by Shane Quigley and Robin Skidmore and is led by Rob Shaw, all of whom will remain employed in the business going forward. Epiphany specialises in search engine marketing and is one of only thirty UK agencies that have achieved Certified Google Analytics partner status. Its clients include a broad range of blue chip companies such as Virgin Holidays, Tesco, AXA Insurance and Pets at Home. Epiphany has experienced strong growth over the past three years. It reported a pre-tax profit of £1.43 million for the 12 months ended 31 January 2013 and gross assets of Epiphany as at 31 January 2013 were £2.34 million.

The acquisition of Epiphany will strengthen the Company's performance in search marketing and increase its use of "Big Data" science in powering highly creative multi-channel marketing activities. In combination with its existing businesses, it will materially enhance its already significant north of England operations and provide a London base.

Rob Shaw will continue to head up Epiphany with Robin Skidmore focusing on growing their Social Public Relations proposition, which operates under the Shackleton brand. Shane Quigley will take on a broader product development role for Jaywing, in addition to retaining responsibility for the fledgling Epiphany Australia business.

Commenting on the deal, Martin Boddy, said: "This acquisition is a big statement of our intent to re-invent the business. By focusing on digital opportunities to marry data science with brand, acquisition and customer marketing, we will achieve superior results for our clients and better experiences for their customers. Not only is Epiphany a well run business with good revenue visibility, it is also a great cultural and geographic fit. Most importantly, it provides our unrivalled team of over 50 data scientists with access to the digital data which will fuel our innovation."

Rob Shaw, Group CEO at Epiphany, added: "We've always prided ourselves on being the first to innovate in search, and this deal represents the next evolution; connecting Jaywing's expertise in data science with our heritage in content marketing, global paid search and website optimisation. There are also large client bases to tap into, so all in all this creates a tremendous opportunity for everyone."

Enquiries:Jaywing plcMartin Boddy Tel: 0333 370 6500

Cenkos Securities plc

Nicholas Wells/Ivonne Cantu (Nomad) Tel: 0207 397 8920

About Jaywing plc

Jaywing plc is a UK marketing and consulting business. It provides a range of digital marketing, brand marketing, data analysis and contact centre services to UK blue chip clients. Prior to this acquisition, it comprised two divisions: Agency and Consulting, both of which trade under the Jaywing name.

Following the arrival of a new management team in 2012, Jaywing disposed of Tryzens, its ecommerce business and part of its Consulting division, for £6m in October 2013 to create the conditions to undertake a strategically important acquisition.

Following the acquisition of Epiphany, Jaywing plc will now comprise an Agency division and a Media and Analysis division.

The Agency division will provide the following products and services:

· Multi-channel Brand marketing

· Multi-channel customer marketing

· Design and build of responsive websites, apps and games

· User experience

· Email marketing

· Online PR

· Content marketing

· Contact centre services (B2B telemarketing, customer surveying and customer servicing)

The Media and Analysis division will provide the following products and services:

· SEO ("Search Engine Optimisation")

· Paid search

· Display advertising

· Web analytics

· Predictive analysis

· Contact optimisation

· Data consulting and management.

About Epiphany

Epiphany is a multi-award winning search marketing agency that specialises in SEO, paid search, web development and conversion rate optimisation.

The agency, which is based in Leeds and London, provides services to blue chip brands including Virgin Holidays, Tesco, AXA Insurance and Pets at Home. Epiphany also operates Shackleton, the social PR agency, and Epiphany Australia, based in Sydney.

The agency has won a host of awards including MiNetwork Digital Agency of the Year 2013, and was named the best independent agency outside London in The Drum's New Year Honours 2014.

Epiphany's core services of SEO and Paid Search will become part of Jaywing plc's Media and Analysis division.