This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Upon the publication of this announcement, the inside information is now considered to be in the public domain for the purposes of MAR.
6th February 2020
ACCESS INTELLIGENCE PLC
Completion of Pulsar Accounting Review
Further to the announcement on 10 December 2019, the Board of Access Intelligence provides the following update following the completion of the review by an external firm of accountants of the accounts of the Pulsar business at closing.
In October 2019, Access Intelligence acquired the Pulsar business (comprising both Fenix Media Limited, which is incorporated in the UK, and Face US, which is incorporated in the US) from Cello Health plc ("Cello"). Following the identification of certain accounting questions on some contracts within Pulsar post acquisition, the Board of Access Intelligence commissioned an accounting review to be undertaken by independent accountants BDO.
Following completion of the BDO review, an adjustment of the previously disclosed unaudited financial results for Pulsar is required. Post this adjustment, for the year to 31 December 2018 Pulsar reported unaudited revenues of £6.8 million, gross profit of £3.8 million and an Adjusted EBITDA loss of £0.7 million. Upon acquisition by Access Intelligence, Pulsar's accounting reference period was amended. For the 11 month period to 30 November 2019, Pulsar would have had reported unaudited revenue of £5.2 million, gross profit of £2.3 million and an Adjusted EBITDA loss of £1.7 million.
Pursuant to the terms of the sale and purchase agreement signed on 2 October 2019 (the "Agreement"), and under the completion accounts reconciliation process agreed by both sides, Cello Health has agreed to pay Access Intelligence a net cash sum of £1.6m reflecting the shortfall in net assets delivered at closing versus the agreed target closing position.
In full and final settlement of any dispute under the Agreement regarding the appropriate valuation of the business, Cello Health has agreed that 4,076,238 of the consideration shares will be sold back to Access Intelligence for £1. As Access Intelligence currently does not have the requisite approvals to acquire these shares, a shareholder's meeting will be convened to obtain the necessary approval for the buy back. Upon completion of the buy back the relevant shares will be cancelled.
The post-acquisition contribution of Pulsar to Access Intelligence's consolidated financial results for the year to 30 November 2019 is expected to be revenue of £0.7 million, gross profit of £0.2 million and an Adjusted EBITDA loss of £0.5 million, prior to any acquisition accounting adjustments. The annual accounts may also be impacted by a potential non-cash write down. This is currently being discussed with the accountants and an update will be provided in due course.
This outcome of the financial analysis has no impact on the rationale for the Pulsar acquisition which is in line with a strategic ambition to strengthen capabilities in social media analysis, audience segmentation and social media marketing evaluation. Recurring revenues with Pulsar are around 70% of total revenue.
Related Party Transaction
Cello is a related party of the Company for the purposes of the AIM Rules by virtue of their status as substantial shareholders holding 10% or more or more of the Company's existing ordinary share capital.
The Board consider, having consulted with the Company's nominated adviser, finnCap, that the settlement with Cello set out above is fair and reasonable insofar as the Company's shareholders are concerned.
Commenting on the resolution of this matter, Joanna Arnold, CEO, said:
"Due to Cello Health's proactive engagement, we are pleased to have reached a swift and satisfactory resolution. The rationale for the acquisition remains unchanged and we look forward to growing the business as part of the Access Intelligence portfolio."
For further information:
Access Intelligence plc 020 3426 4024
Joanna Arnold (CEO) / Mark Fautley (CFO)
finnCap Limited (Nominated Adviser and Broker) 020 7220 0500
Corporate Finance - Marc Milmo / Kate Bannatyne / Matthew Radley / Kate Washington
Corporate Broking - Alice Lane / Sunila de Silva
About Access Intelligence
Access Intelligence PLC is a tech innovator, delivering high quality SaaS products that address the fundamental business needs of more than 3,500 global brands in the PR, communications and marketing industries. Listed on AIM, Access Intelligence provides technology that helps organisations understand what's important to their customers and their brand as they navigate a constantly changing world of politics, news and social media. This is alongside the practical tools and information to ensure their communications are relentlessly effective in building awareness, reputation and engagement.
The expanding portfolio includes Vuelio, the platform that helps organisations make their stories matter; ResponseSource, a network that connects media and influencers to the resources they need, fast; and Pulsar, an audience insights and social listening platform.
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