Tpximpact Hldg Regulatory News (TPX)

24 May 2022

TPXimpact Holdings PLC

("TPXimpact", "TPX", the "Group" or the "Company")

Successful spin-out of OpenDialog business

TPXimpact Holdings PLC, the technology-enabled services company focused on digital transformation, is pleased to announce the successful spin-out of its conversational AI product ("OpenDialog").

OpenDialog has been developed within GreenShoot Labs, a previous acquisition of the Group (see TPX's announcement on 12 February 2019), with investment and support from TPX since 2019. Leveraging artificial intelligence and machine learning, OpenDialog is a conversational AI platform to design, develop and deploy smarter human-to-machine conversations. It enables enterprises of all sizes and across virtually every industry to have a truly engaging interaction. OpenDialog operates in the conversational AI market, which is expected by Marketwatch.com (October 21, 2021) to grow to an estimated $46bn market globally by 2028.

Following the statement made in TPXimpact's interim results on 1 December 2021 regarding the Company's plans to spin out OpenDialog, OpenDialog AI Limited ("ODL") was incorporated by TPX alongside Terry Walby, founder and former CEO of Thoughtonomy, which sold to Blue Prism for $100M in 2019, Dean Chapman, who was previously the Chief Commercial Officer of Thoughtonomy, and Dr. Ronald Ashri who led the research upon which OpenDialog's AI capabilities are built.

Under the terms of the spin-out TPX has transferred its entire shareholding in GreenShoot Labs Limited (the owner of OpenDialog) to ODL for the sum of £2,187,500 to be satisfied through the issue and allotment of 800,000 ordinary shares in ODL at a price of approximately £2.73 per share.

Simultaneously with the completion of the spin-out, ODL has completed a £4.0m private fundraising round at approximately £2.73 per share, arranged by Dowgate Capital, which values ODL at £12.7m on a post-money basis. Following completion of both the spin-out and private fundraising round, TPX continues to hold approximately 17.2% of ODL. TPX's current plans are for the Group to retain this shareholding in ODL.

The ODL and TPX teams are confident this new structure will enable the business to: focus on delivering value to customers; invest in continued product enhancement; and fulfil its potential to become a significant standalone enterprise software company. Prior to the spin-out, TPX had been funding GSL by approximately £200k per quarter. Having invested heavily in R&D, GSL recorded an unaudited loss for the financial year ending 31 March 2022 of £0.8m.

Going forwards, ODL will be led by Terry Walby (Chief Executive Officer), Ronald Ashri (Chief Technology and Product Officer) and Dean Chapman (Chief Commercial Officer). Mike Bobroff, Business Improvement Director at TPXimpact, will serve in the capacity of Non-Executive Director as TPX's board representative.

Neal Gandhi, TPXimpact Chief Executive Officer, commented:

"Over the past three years, TPX has helped incubate this ground-breaking piece of conversational AI technology and has long since recognised its extraordinary potential, with many large-scale customers interested in the product. However, like many great software ideas before it, we recognised that OpenDialog would not be able to scale fast enough as part of our Group and are therefore delighted to have established ODL. Our focus has been and continues to be on cash generation and maintaining margins and the spin-out of ODL will improve this on a Group basis in the current financial year. We look forward to closely following ODL's progress, as minority shareholders and firm supporters."

Terry Walby, OpenDialog AI Co-founder, commented:

"OpenDialog will finally enable businesses and consumers to realise the game-changing potential of conversational AI - moving beyond the often painful experiences delivered by current chatbots and AI assistants. The market has been crying out for a solution like this, one that not only drives real operational efficiencies but also enhances and joins up customer experience across a wide range of channels."

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About TPXimpact

TPXimpact exists to transform the organisations, services and systems that underpin society and that drive business success. It applies strategic and creative thinking, technology, innovative design and user-centred approaches to bring about numerous improvements which together multiply the impact of change.

The Company works closely with its clients in agile, multidisciplinary teams that span organisational design, technology, and digital experiences. It shares a deep understanding of people and behaviours and a philosophy of putting people and communities at the heart of every transformation.

The business is being increasingly recognised as a leading alternative digital transformation provider to the UK public services sector, with c.75% of its client base representing the public sector and c.25% representing the commercial sector.

More information is available at www.tpximpact.com.

About OpenDialog

OpenDialog AI Ltd. (OpenDialog AI) is a conversational AI platform to design, develop and deploy smarter human-to-machine conversations. It enables enterprises of all sizes and across virtually every industry to have truly engaging interactions. It is a SaaS-based product so is extremely easy and quick to implement, while its no-code conversation designer enables businesses to create amazing customer experiences that are immediately deployable. Its customers include BDO, Peppercorn Insurance and The Cyber Helpline.

More information is available at www.opendialog.ai