TIDMAPPS
RNS Number : 6035K
appScatter Group PLC
17 December 2018
17 December 2018
appScatter Group plc
("appScatter" or the "Company")
Acquisition of Abilott Ltd (the "Acquisition")
appScatter Group plc (AIM: APPS), the intelligent app management
platform, is pleased to announce that it has signed an agreement to
acquire 100 per cent. of the share capital of Abilott Limited
("Abilott") for an initial consideration of GBP1.245 million, and a
potential further consideration of up to GBP1 million dependent on
the attainment of specified performance targets in the 12 months
after completion (the "Acquisition").
About Abilott
Established in 2007, Abilott provides digital security
solutions, specialising in companies who are launching new products
or seeking to become a gaming operator or expanding into new global
territories. Customers include Gamesys, Paddy Power, Betfair,
Virgin Games, Bodog.
Abilott helps both established organisations and emerging
clients, providing security services for data and IT infrastructure
with technologies such as Distributed Denial of Service,
Penetration testing and Zero Day Vulnerability reporting. Abilott
also provide consultancy services helping business reach compliance
in a number of areas, such as GDPR, ISO27001, PCI-DSS or
regulations from the UK gaming Commission.
Background to and reasons for the Acquisition
The acquisition of Abilott is in line with the Company's
strategy to develop its mobile app management platform and follows
the acquisition of Priori Data GmbH in July 2018. The Company
continues to assess further opportunities to accelerate the
development of the platform.
Abilott has been working closely with appScatter for the last
two years providing Security & Regulatory Compliance for the
Group and supporting appScatter threat analysis products for
appScatter customers. The Acquisition presents appScatter with an
opportunity to increase its current security products offered
whilst increasing margins to existing and planned customers for
current products. In addition, Abilott will assist in the building
of the automated GDPR compliance app tools into the appScatter
platform. As a result of the Acquisition the enlarged group will
not only be able to identify security issues in customers mobile
applications but also to rectify the issues identified, thereby
significantly increasing the revenue opportunities from each
Enterprise customer.
For the year ending 30 September 2017, Abilott generated revenue
of GBP1.5 million and a loss before tax of GBP170,998. Abilott had
net liabilities at 30 September 2017 of GBP217,544.
Principle terms of the Acquisition and Consideration
The maximum consideration for the Acquisition is GBP2.245
million, comprising of GBP1.245 million in the initial
consideration plus ("Initial Consideration" and up to a further
GBP1 million payable by the award of deferred consideration shares
("Deferred Consideration Shares"). appScatter is acquiring Abilott
on the basis that it holds net liabilities as at 17 December 2018
of GBP100,000.
The Initial Consideration for the Acquisition is GBP1.245
million, comprising GBP500,000 in cash (the "Cash Consideration"),
GBP245,000 in Director Loans and GBP500,000 by way of the issue of
1,666,666 new ordinary shares in the Company (the "Initial
Consideration Shares") at an effective issue price of 30 pence per
ordinary share ("Ordinary Shares"). The Cash Consideration will be
satisfied from existing cash resources, of which GBP200,000 is
payable immediately and the further GBP300,000 is payable within
150 days of the completion of the transaction.
Application will be made for the Initial Consideration Shares,
which will rank pari passu with the Company's existing Ordinary
Shares, to be admitted to trading on AIM ("Admission"). Dealings in
the new Ordinary Shares are expected to commence at 8.00 a.m. on 21
December 2018.
The Acquisition has been structured with a significant
contingent consideration element, linked to challenging performance
targets for Abilott, thereby allowing both parties to share the
benefits of efficiencies and growth. The Deferred Consideration
Shares are dependent on Abilott achieving revenue criteria in
connection with sales to certain customers for the year ending 31
December 2019 and would not be issued until January 2020.
The number of Deferred Consideration Shares, which will be
issued fully paid, will depend inter alia on the performance of
Abilott in the relevant period and the prevailing shares price. The
maximum number of Deferred Consideration Shares is 3,333,333.
Philip Marcella, appScatter CEO, commented:
"The acquisition of Abilott is a strategic milestone for
appScatter, enabling us to bring our security services that we
previously outsourced in house, significantly improving our margin.
Having worked with the Abilott for some time, we are already aware
of the benefits the Acquisition brings to our growing product base
and the services we can provide to our customers.
"We look forward to welcoming the Abilott team to the appScatter
group. The Acquisition, combined with the acquisition of Priori
that we completed earlier this year, significantly boosts the
overall appScatter offering."
Total Voting Rights
On Admission of the Initial Consideration Shares, the Company
will have 91,016,157 ordinary shares of 5 pence each in issue. No
ordinary shares are held in treasury. The figure of 91,016,157 may
be used by the Company's shareholders as the denominator in the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company under the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules.
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014.
For enquiries, please contact:
appScatter Group plc Tel: +44 (0)20 8004 7212
Philip Marcella, Chief Executive Officer www.appscatter.com
finnCap Ltd Tel: +44 (0)20 7220 0500
Nominated Adviser and Broker www.finncap.com
Jonny Franklin-Adams / Hannah Boros
Corporate Broking- Alice Lane
IFC Advisory Limited Tel: +44 (0)20 7934 6630
PR/IR www.ifcadvisory.co.uk
Graham Herring / Heather Armstrong / Florence Chandler
About appScatter Group plc
appScatter is a scalable B2B mobile app management platform with
its own data intelligence stack. We track and collect daily data
from 1.3 billion unique app URLs across 252 territories. In
addition, we have daily audience data on 3.5 billion mobile devices
covering 900,000 apps.
The Group's app management platform has 3 core focus areas:
1. Mobile Asset Management: The ability to manage the distribution
of apps across multiple app stores with full reporting on downloads,
sales, in-app-purchasing and advertising revenues. Users can
access other tools including App Store Optimisation and keyword
optimisation.
2. Data Intelligence: Quantitative and qualitative insights on
the performance of more than 4 million apps. Including Daily
Active Users (DAU), Monthly Active Users (MAU), Average Revenue
per Daily Active User (ARPDAU), retention rates, downloads,
store revenue, top chart ranks, keyword ranks. We track top
performers, top growers, keywords, ranks, version updates,
and niche markets.
3. Security & Regulatory Compliance: Identifies if EU General
Data Protection Regulation ("GDPR") regulations have been implemented
and are being adhered to. Clients can check for data breaches
and identify where apps could allow unauthorised access to
private data.
This information is provided by RNS, the news service of the
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of this information may apply. For further information, please
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END
ACQGMMMZLVFGRZM
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December 17, 2018 02:00 ET (07:00 GMT)
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