GBG (AIM:GBG), the Identity Data Intelligence specialist, is pleased to announce that it has conditionally agreed to acquire the entire issued share capital of PCA Predict, a provider of UK and International address validation and data quality services, for a total consideration of £73,852,423 (the “Acquisition”) which includes £10,387,000 of cash on the balance sheet of PCA Predict. The combination represents a highly complementary capability set alongside GBG’s existing solutions: GBG Matchcode360 and GBG Loqate.

Acquisition highlights

  • PCA Predict provides scale to position GBG as a leader of UK and International address validation and data quality services, a fundamental component of GBG’s Identity Data Intelligence proposition.
  • PCA Predict is an easy to deploy SaaS solution adopted by over 9,000 SME customers while GBG Loqate serves channel customers and GBG Matchcode360 is orientated towards enterprise customers.
  • PCA Predict is highly complementary with GBG and opens immediate upsell opportunities.
  • PCA Predict’s UK and International address validation technology fits within GBG Loqate and GBG Matchcode360 infrastructure.
  • The Acquisition is expected to be earnings accretive in the first 12 months of consolidated GBG ownership at a level in the high single digit percentages.
  • The Acquisition is conditional, inter alia, upon Admission.

Placing highlights

  • The £73,852,423 total consideration will be satisfied by the vendor placing of £58,000,000 in Placing Shares and £15,852,423 in cash of which £10,000,000 is to be held in escrow.
  • The Company intends to finance the £73,852,423 total consideration for the Acquisition through, the vendor placing of £58,000,000 in Placing Shares, £5,852,423 in existing cash and £10,000,000 borrowings under bank facilities.
  • The Placing is being conducted through an accelerated book build process which will be launched immediately. The book build will open with immediate effect following this Announcement.
  • The Placing Price represents a discount of approximately 3.4 per cent to the closing mid-market price of GBG’s existing ordinary shares of 352 pence on 8 May 2017, being the last practicable date before this announcement.
  • It is expected that, if all 17,058,824 Placing Shares are issued, they will represent approximately 12.7 per cent of the Company’s existing issued share capital.
  • The Placing is conditional, inter alia, upon Admission.
  • Further details of the Placing are set out in the appendix to this announcement.

Chris Clark CEO of GBG, commented: “I am delighted to announce the acquisition of PCA Predict. Bringing together PCA Predict’s easy to deploy SaaS platform with our existing in depth GBG Identity Data Intelligence data sets creates a leader in Address Data Intelligence. There is a strong strategic and cultural fit in combining the capabilities of PCA Predict and GBG which will bring significant benefit to our customers.  The Board and I are looking forward to the future success of GBG and PCA Predict.”

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 (“MAR”).

Source: GB GROUP News Release