Tpximpact Hldg Regulatory News (TPX)

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:

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