Our latest Investing Matters Podcast episode with QuotedData's Edward Marten has just been released. Listen here.

Less Ads, More Data, More Tools Register for FREE

Pin to quick picksTpximpact Hldg Regulatory News (TPX)

Share Price Information for Tpximpact Hldg (TPX)

London Stock Exchange
Share Price is delayed by 15 minutes
Get Live Data
Share Price: 36.50
Bid: 35.00
Ask: 38.00
Change: 0.00 (0.00%)
Spread: 3.00 (8.571%)
Open: 36.50
High: 38.80
Low: 36.50
Prev. Close: 36.50
TPX Live PriceLast checked at -

Watchlists are a member only feature

Login to your account

Alerts are a premium feature

Login to your account

Acquisition of Deeson & Total Voting Rights

18 Dec 2018 07:00

RNS Number : 7533K
Panoply Holdings PLC (The)
18 December 2018
 

18 December 2018

 

The Panoply Holdings PLC

("The Panoply", or the "Group")

 

Acquisition of Deeson, a leading digital agency

and

Total voting rights

 

The Panoply Holdings PLC, the digitally native technology services company, is pleased to announce the acquisition of the entire issued share capital of Deeson Group Holdings Limited ("Deeson"), a digital agency specialising in high profile content-managed websites and digital products, for a maximum total consideration of up to £3.6m (the "Acquisition").

 

The Acquisition will be integrated into TPX Manifesto, an existing Group company, adding scale and providing a strong foothold in complementary verticals. The Panoply plans to rebrand Deeson as TPX Manifesto in the coming months.

 

Background to the Acquisition

Deeson has built a strong position in the media and culture industries, with clients including ITV, Robbie Williams, Royal Collection Trust and the Imperial War Museums. The Panoply believes that Deeson's experience will be complementary to Manifesto's focus on the not-for-profit sector and provide partnership opportunities for both businesses. The Acquisition will also reinforce TPX Manifesto's already strong relationship with Acquia, a leading digital experience platform provider. In addition to bringing its contacts and expertise to the Group, the Acquisition provides The Panoply with a strategic hub in Canterbury, enhancing its client base and reach to talent pools outside of London.

 

For the year ended 30 September 2018, Deeson reported continuing revenues of £2.2m and net profit after tax of £0.48m (unaudited and after adding back share option charges). The acquisition is expected to be immediately earnings enhancing for the Group.

 

Neal Gandhi, Chief Executive Officer of The Panoply said:

 

"The Board and I are delighted to announce our first acquisition since listing earlier this month, and in line with our stated strategy we are very pleased to bring another earnings enhancing, debt free, profitable business into the Group. The Panoply's acquisition strategy is to focus on the addition of new service capabilities, the hire of new teams and on smaller, complementary acquisitions. The addition of Deeson to the UK cluster is a great example of accomplishing the latter objective. It is great to have achieved this early traction against our strategy, and supports our confidence in the Group's ability to grow quickly going forward."

 

Consideration

The consideration payable to Tim Deeson and Simon Wakeman (as the selling shareholders of Deeson) under the share purchase agreement relating to the Acquisition (the "SPA") will comprise of the following:

 

· the allotment and issue of 1,636,363 ordinary shares in the Panoply, with a value of £1,350,000 calculated by reference to the closing mid-market price on the day of completion of 82.5 pence (the "Initial Panoply Shares"); and

· £600,000 in cash payable within 3 Business Days of completion. The cash element of the consideration is being funded through cash acquired within the Deeson business. There is a small net cash inflow to the Group from the Acquisition.

 

together (the "Initial Consideration").

 

The Initial Consideration will be subject to an adjustment based on completion accounts to be prepared following completion of the Acquisition. Any additional consideration payable following such adjustment is payable by The Panoply in cash and/or by the allotment and issue of ordinary shares in The Panoply ("Panoply Shares"). It is anticipated that any further initial consideration will be payable in cash and be funded through cash in the balance sheet of Deeson at completion.

 

Subject to the financial performance of Deeson (based on EBITDA) during the financial years 1 October 2018 to 30 September 2019 and 1 October 2019 to 30 September 2020, in addition to the Initial Consideration, the selling shareholders of Deeson will be entitled to receive deferred earn-out consideration, payable by the allotment and issue of Panoply Shares following the agreement of the relevant EBITDA calculations at the end of each of those financial periods. The number of Panoply Shares to be allotted and issued shall be calculated by dividing the earn-out price payable by a price per Panoply Share which is the greater of 82.5 pence (being the share price of The Panoply at the close of business on 17 December 2018) and the volume weighted average mid-market price over the 30 business days prior to the issue of the relevant Panoply Shares. Any Panoply Shares allotted and issued by way of deferred consideration will be allotted and issued as follows:

 

· in four equal tranches over a 24 month period following the determination of the accounts in respect of the financial year ending 30 September 2019; and

· in four equal tranches over a 24 month period following the determination of the accounts in respect of the financial year ending 30 September 2020.

 

The total consideration payable by The Panoply in respect of the Acquisition is capped at a maximum of £3.6m.

 

All Panoply Shares allotted and issued under the SPA (including the Initial Consideration Shares) are subject to customary lock-in arrangements and subject to claw-back by the Panoply if Deeson's EBITDA decreases over the 2 year earn-out period.

 

There are no proposed changes to The Panoply's board members as a result of the Acquisition.

 

Total voting rights

An application has been made for the admission of the Initial Panoply Shares to trading on AIM which is expected to take place on or before 24 December 2018. Following this issue, the Company's issued share capital will comprise 42,238,005 Ordinary Shares and this is the total number of voting rights in the Company. There are no shares held in treasury.

 

This figure may be used by shareholders as the denominator for the calculation by which they may determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

 

Tim Deeson, Founder and CEO of Deeson said:

 

"We are very pleased to be joining The Panoply at such an exciting time for the Group. Having known Jim Bowes and Manifesto for a long time, over the last 18 months it has been remarkable to see the benefits of their having access to The Panoply. With the status of a listed business and working hand-in-hand with Manifesto, we are confident we will be able to grow our customer base, secure larger deals and effectively grow the team."

 

Jim Bowes, CEO of TPX Manifesto commented:

 

"Deeson is a very strong addition to The Panoply, and we look forward to welcoming the team to join TPX Manifesto. Their values and way of working fit well with TPX Manifesto's core aim, to collaborate with exceptional organisations to change things for the better. The work they produce is held in high regard by the industry, and we are excited to work closely with them."

 

Enquiries:

 

The Panoply Holdings

Neal Gandhi (CEO)

Oliver Rigby (CFO)

 

Stifel Nicolaus Europe Limited

(Nomad and Broker)

 

Via Alma PR

 

 

+44 (0)207 710 7600

Fred Walsh

Alex Price

Neil Shah

Luisa Orsini Baroni

 

 

 

Alma PR

(Financial PR)

Josh Royston

Rebecca Sanders-Hewett

Susie Hudson

panoply@almapr.co.uk

+44(0)203 405 0206

07780 901979

 

 

 

 

 

 

About The Panoply

 

The Panoply is a digitally native technology services company, built to service clients' digital transformation needs. Founded in 2016, with the aim of identifying and acquiring best-of-breed specialist information technology and innovation consulting businesses across Europe, the Group collaborates with its clients to deliver the technology outcomes they're looking for at the pace that they expect and demand.

 

www.thepanoply.com

 

About Deeson

 

Based in Canterbury and London, Deeson's multidisciplinary, agile teams have been successfully delivering digital projects since 2001. The Company's clients include ITV, BDO, Barnardo's, Robbie Williams, Royal Collection Trust, Imperial War Museums, University of Derby, Shepherd Neame, Cambridge Consultants and the National Crime Agency.

 

Deeson designs and builds public-facing websites, intranets, data platforms, business systems and system integrations. The agency's expertise spans open source technologies including Drupal, WordPress, React, Angular, Symfony and Laravel. The agency holds ISO9001 and ISO27001 accreditations.

 

www.deeson.co.uk

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
ACQFFSEFWFASELE
Date   Source Headline
13th Mar 20247:00 amRNSShare Incentive Plan & Total Voting Rights
7th Mar 20243:15 pmRNSHolding(s) in Company
13th Feb 20247:00 amRNSDirector Dealings, Transfer of EBT Shares & TVR
16th Jan 20247:00 amRNSHolding(s) in Company
15th Jan 20247:00 amRNSDirector/PDMR Shareholdings
10th Jan 20247:00 amRNSTransfer of shares from EBT & Total Voting Rights
9th Jan 202410:30 amRNSTPXimpact Certifies as a B Corporation
12th Dec 20237:00 amRNSTransfer of Shares from EBT & Total Voting Rights
8th Dec 20237:00 amRNSExercise of Options, PDMR Dealings & TVR
5th Dec 20237:00 amRNSInterim Results
10th Nov 20231:34 pmRNSTransfer of shares from EBT & Total Voting Rights
7th Nov 20237:00 amRNSNotice of Results and Presentations
16th Oct 20237:00 amRNSH1 Trading Update & Disposal of TPXimpact Norway
12th Oct 20237:00 amRNSTransfer of shares from EBT & Total Voting Rights
28th Sep 202311:00 amRNSResult of AGM
22nd Sep 20237:00 amRNSPDMR Dealings: Grant of share options to Group CEO
18th Sep 20237:00 amRNSSale of Questers for £7.5m
14th Sep 20237:00 amRNSTransfer of shares from EBT & Total Voting Rights
5th Sep 20231:05 pmRNSUpdate on Current Trading and Notice of AGM
25th Aug 20231:03 pmRNSHolding(s) in Company
11th Aug 20237:00 amRNSTransfer of shares from EBT & Total Voting Rights
20th Jul 20237:00 amRNSTransfer of Shares from EBT & Total Voting Rights
19th Jul 20233:15 pmRNSHolding(s) in Company
6th Jul 20237:00 amRNSPreliminary Results
30th Jun 20237:00 amRNSAgreement on Debt Covenants and Notice of Results
14th Jun 20237:00 amRNSTransfer of shares from EBT & Total Voting Rights
6th Jun 20237:00 amRNSIssue of Shares & Total Voting Rights
11th May 20237:00 amRNSTransfer of shares from EBT & Total Voting Rights
5th May 20237:00 amRNSTrading Statement
28th Apr 20232:35 pmRNSTotal Voting Rights
28th Apr 202310:18 amRNSContract wins
14th Apr 20235:27 pmRNSHolding(s) in Company Update
13th Apr 20237:00 amRNSTransfer of shares from EBT & Total Voting Rights
3rd Apr 20233:30 pmRNSTotal Voting Rights
31st Mar 20237:00 amRNSCovenant Waiver and Current Trading
9th Mar 20237:00 amRNSTransfer of Shares from EBT & Total Voting Rights
1st Mar 20237:00 amRNSTotal Voting Rights
24th Feb 20237:00 amRNSIssue of Shares
16th Feb 20237:00 amRNSLTIP, PDMR Dealings & Retention Award
10th Feb 20234:31 pmRNSTransfer of shares from EBT & Total Voting Rights
9th Feb 20237:00 amRNSHolding(s) in Company
8th Feb 202312:06 pmRNSHolding(s) in Company
3rd Feb 20231:54 pmRNSDirector/PDMR Shareholding
2nd Feb 20232:45 pmRNSHolding(s) in Company
2nd Feb 20232:40 pmRNSHolding(s) in Company
2nd Feb 20237:00 amRNSDirector/PDMR Shareholding
1st Feb 202311:05 amRNSSecond Price Monitoring Extn
1st Feb 202311:00 amRNSPrice Monitoring Extension
1st Feb 20237:00 amRNSBlocklisting Return
1st Feb 20237:00 amRNSTotal Voting Rights

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.

Login to your account

Don't have an account? Click here to register.

Quickpicks are a member only feature

Login to your account

Don't have an account? Click here to register.