Acquisition of Verifi Identity Services Limited
The headline for the GB Group plc announcement released on 1 February 2022 at 07:00 under RNS No 2246A should read Acquisition of Verifi Identity Services Limited.
The announcement text is unchanged and is reproduced in full below.
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1 February 2022 |
GB GROUP PLC
("GBG", the "Group" or the "Company")
Acquisition of Verifi Identity Services Limited (commonly known as "Cloudcheck")
GB Group plc (AIM: GBG), the expert in digital location, identity and identity fraud software, is pleased to announce that it has acquired Cloudcheck, a leading provider of electronic Identity Verification (IDV), and Anti-Money Laundering (AML) solutions in New Zealand.
The upfront consideration payable to the vendors of Cloudcheck is NZ$20 million (approximately £10 million) comprising of an NZ$12 million cash payment and the issuance of NZ$8 million of shares in GBG based on a 30-day volume weighted average share price (equal to approximately £4 million or exactly 580,768 shares) .
Contingent upon Cloudcheck's revenue growth, a payment of up to NZ$4 million in cash may become payable following completion of audited accounts for the financial year ending 31 March 2023. Furthermore, contingent upon Cloudcheck's revenue growth, an additional payment of up to NZ$4 million in cash may become payable following completion of audited accounts for the financial year ending 31 March 2024.
Acquisition Highlights
· Founded in 2012, Cloudcheck is a leading provider of electronic Identity Verification, and Anti-Money Laundering solutions in New Zealand.
· Cloudcheck's Software-as-a-Service revenue model is based on an annual subscription fee plus volume-based usage fee.
· The acquisition provides customer upsell opportunities for GBG's global identity data and adjacent Compliance and Fraud Solutions.
· In the year to 31 March 2022, Cloudcheck is expected to generate approximately NZ$5 million revenue and NZ$2 million EBITDA respectively.
· Before synergies, the acquisition is expected to be immediately enhancing to GBG's overall revenue growth rate, operating margins and earnings per share.
Chris Clark, CEO, commented:
" We are delighted with the acquisition of Cloudcheck. It has established a market leadership position in New Zealand's electronic IDV market by closely understanding local customer needs and delivering a strong technology-led solution.
This acquisition follows GBG's proven model for global identity services: combining our internationally sourced data and expertise with locally relevant capability.
The Cloudcheck platform will be able to consume GBG's international data and create an opportunity for our New Zealand customers to benefit from the breadth of other identity and anti-fraud services we can provide.
Cloudcheck will also complement GBG's successful approach to its identity strategy in Australasia - providing experienced local presence and best-of-breed domestic product to our customers. "
This announcement assumes an NZ$: GBP exchange rate of NZ$2.0462 : £1.0000.
GBG Share Issuance
Application has been made to the London Stock Exchange for 580,768 New Ordinary Shares of 2.5p each in the share capital of the Company ("Ordinary Shares") to be issued as part of the initial consideration for Cloudcheck. B ased on a 30-day volume weighted average share price the issue price is 673.19 pence per share. It is expected that admission to AIM will become effective and that dealings on AIM will commence at 8:00am on Wednesday, 2 February 2022.
Total Voting Rights
In accordance with the provisions of the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Company confirms that following admission GBG will have 251,824,602 Ordinary Shares in issue.
There are no shares held in treasury.
The above figure may be used by shareholders as the denominator for 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 Disclosure and Transparency Rules.
Fo r further information, please contact:
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GBG Chris Clark, CEO & David Ward, CFO Richard Foster, Investor Relations
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+44 (0) 1244 657333 +44 (0) 7816 124164 |
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Peel Hunt LLP (Nominated Adviser and Broker) Edward Knight & Paul Gillam
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+44 (0) 20 7418 8900 |
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Tulchan Communications LLP James Macey White & Matt Low
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+44 (0) 20 7353 4200 GBG@tulchangroup.com
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Website |
www.gbgplc.com/investors |
About GBG
GBG are the experts in digital location, identity and identity fraud software. Helping organisations across the globe eliminate customer friction and fraud from their digital experiences. GBG develop and deliver digital identity, address verification, fraud prevention and compliance software to over 21,000 customers globally.
Through the combination of the latest technology, the most accurate data and our unrivalled expertise, GBG helps organisations ranging from start-ups to the largest consumer and technology brands in the world deliver seamless experiences, so their customers can transact online with greater confidence.
GBG is headquartered in the UK with over 1,200 team members across 18 countries.
To find out more about how we help our customers establish trust with their customers visit www.gbgplc.com and follow us on LinkedIn and Twitter @gbgplc.
About Verifi Identity Services Limited ( trading as "Cloudcheck")
Verifi Identity Services Limited
was founded in 2012 in Auckland, New Zealand. It
is a leading provider of electronic Identity Verification and
Anti-Money Laundering
solutions for companies requiring real-time online verification of their customers.
To find out more visit: https://www.verifidentity.com/cloudcheck/
Important Notice
This announcement has been prepared in accordance with English law, the AIM Rules and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.
This announcement does not constitute an invitation to underwrite, subscribe for, or otherwise acquire or dispose of any GB Group plc shares or other securities nor should it form the basis of or be relied on in connection with any contract or commitment whatsoever. It does not constitute a recommendation regarding any securities. Past performance, including the price at which the Company's securities have been bought or sold in the past, is no guide to future performance and persons needing advice should consult an independent financial adviser.
Cautionary Statements
This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "envisages", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.
A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation: a condition to the Placing not being satisfied, expected cost savings not being realised, changing demands of consumers, changing business or other market conditions, and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described in this announcement. Forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the AIM Rules, the Disclosure Guidance and Transparency Rules or other applicable legislation or regulation, GBG does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.
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