Tpximpact Hldg Regulatory News (TPX)

14 January 2019

The Panoply Holdings PLC

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

Acquisition of D/SRUPTION to become a Group marketing platform

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 iDisrupted Ltd ("D/SRUPTION") for an initial consideration of £50,000 in shares (the "Acquisition"). D/SRUPTION provides a platform for The Panoply's Group companies to increase awareness of the Group's capabilities amongst digital transformation decision-makers in large organisations. It also provides the opportunity to turn Group marketing into a profit rather than a cost centre.

D/SRUPTION is an established thought-leader with over 17,500 subscribers, including representatives from 88 of the FTSE100, numerous Government departments, Fortune 500 companies and other large organisations.

The Panoply has acquired D/SRUPTION to support expansion and further development as a business and with the intention for it to become a key marketing platform for its Group companies. Through its magazine, newsletter, research papers and events, D/SRUPTION currently reaches the senior management within many large organisations involved in digital transformation. Going forward, Group companies will be able to leverage content, sponsorship and advertising opportunities at limited or no cost. In order to preserve integrity and to maintain the high level of quality content it currently creates, D/SRUPTION will retain editorial independence.

D/SRUPTION

The Acquisition of D/SRUPTION delivers on the Group's objective to provide a marketing platform for its Group companies to leverage and, in so doing, supports the proposition that The Panoply provides a powerful marketing umbrella.

Neal Gandhi, Chief Executive Officer of The Panoply said:

"One of the key reasons that companies join The Panoply is our ability to provide them with a marketing platform that smaller services companies are not typically able to create for themselves, driving further growth. Our plan has always been to build a content platform for our Group companies to leverage. The creation of that platform along with a subscriber base of a similar size to D/SRUPTION's would have taken many years and cost hundreds of thousands of pounds. By acquiring D/SRUPTION, we have made that platform immediately available and saved a considerable amount of money."

Rob Prevett, Chief Executive Officer of D/SRUPTION said:

"We have spent close to four years building D/SRUPTION to where it is today and are pleased to have a subscriber base that offers unparalleled access to digital disruption decision-makers in large organisations. We look forward to working with The Panoply to expose that base to Group companies, significantly increasing their awareness amongst this traditionally hard to reach group. We've long held an ambition to expand our proposition both in the UK and Europe and The Panoply provides us with the platform to fulfil that goal."

Additional information on the acquisition

The initial consideration for the Acquisition is £50,000 and will be satisfied through the issue of 57,142 ordinary shares in the Panoply at a price of 87.5 pence per share (the "Initial Consideration Shares"). The sellers of D/SRUPTION may be entitled to receive deferred earn-out consideration based on the performance of the business during the four financial years from 1 April 2019 to 31 March 2023. Any such shares will be issued over a 24 month period following the determination of the accounts in respect of the relevant financial period and will be issued at the higher of 87.5 pence per ordinary share and the 30 day VWAP prior to the issue of such earn-out shares.

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 D/SRUPTION's EBITDA decreases over the 4 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 18 January 2019. Following this issue, the Company's issued share capital will comprise 42,295,147 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.

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.

About D/SRUPTION

More information about D/SRUPTION is available at https://disruptionhub.com