TIDMACSO
RNS Number : 2635B
Accesso Technology Group PLC
31 March 2017
Acquisition of Ingresso Group Limited - Update
The following amendment has been made to the 'Acquisition of
Ingresso Group Limited' announcement released on 30.03.2017 at
07:00 under RNS No 9599A
The following sentence has been added to the 'Funding'
section:
"The total available for drawdown is subject to a reduction of
US$10.0m on each of the first, second and third anniversaries of
the Extended Facility."
All other details remain unchanged.
The full amended text is shown below.
30 March 2017
accesso Technology Group plc
("accesso" or the "Group")
Acquisition of Ingresso Group Limited
Adds a leading Global Distribution System for entertainment
ticketing to accesso's product portfolio
Presents multiple opportunities for revenue growth by
significantly enhancing and expanding accesso's existing technology
and eCommerce capabilities
Progresses accesso along a strategic path to transform the
inefficient and fragmented distribution of entertainment and
leisure tickets
The Board of accesso Technology Group plc (AIM: ACSO), the
premier technology solutions provider to leisure, entertainment and
cultural markets, is pleased to announce the acquisition of
Ingresso Group Limited ("Ingresso"), a Global Distribution System
for entertainment ticketing (the "Acquisition") pursuant to the
terms of a share sale and purchase agreement entered into on 30
March 2017 (the "Acquisition Agreement").
Founded and headquartered in the UK, Ingresso provides live
access to ticketed events worldwide across multiple platforms,
languages and currencies. Ingresso owns and operates a software
platform which enables venue operators, event producers and
inventory aggregators to offer real-time digital sales through
global third party distribution channels. Ingresso also connects
some of the world's largest eCommerce companies to event ticketing
systems, allowing them to sell tickets to entertainment events
under their own brand and payment systems. It counts
Lastminute.com, Cirque du Soleil, Amazon tickets and Yplan among
its international partner base. Ingresso also facilitates B2C sales
of ticketed events though a range of white-label partner eCommerce
sites.
Acquisition Highlights
The Directors believe that the Acquisition will:
-- Further deepen accesso's ability to help its customers drive
efficiency and realise greater value from their ticketing
operations;
-- Open up a significantly larger global distribution channel
through which existing accesso customers can seek to sell their
event and attraction tickets;
-- Provide Ingresso with a significant opportunity to grow its
business via access to accesso's expansive ticket inventory,
eCommerce expertise, infrastructure and global relationships;
and
-- Open up opportunities for accesso to address significant
inefficiencies within the travel and leisure industry and help
clients generate more revenue from third party distribution
channels
Commenting on the Acquisition, Tom Burnet, Executive Chairman of
accesso said:
"Our guiding purpose at Accesso is to help our clients drive
revenue and improve their guest experience. It has been that way
from our very first day as a company and today's acquisition of
Ingresso deepens that commitment further still.
The ticket and the experience surrounding its purchase are
absolutely central to our customers' operations and our potential
for growth. For many of our customers, access to third party
distribution channels for ticket sales is an important revenue
stream. In acquiring Ingresso, we will help connect venues with
their visitors via third party distribution outlets in a
technologically and financially efficient service-minded manner. We
will open up our customers' venues to a significantly larger pool
of potential visitors, while also creating new opportunities for
growth through combining our platforms, leveraging our scale and
deepening our relationships in the industry."
Commenting on the Acquisition, Steve Brown, President and Chief
Executive Officer of accesso said:
"Third party sales channels are more popular than ever before as
a means for consumers to purchase tickets to their favourite show,
attraction or event. With the addition of Ingresso's technology and
expertise, we have the opportunity to transform a process
throughout the worldwide leisure and entertainment industry that
today is complicated, inefficient and largely manual. This
acquisition is another step forward in our efforts to deliver
value-added solutions that help our customers drive more revenue
and improve their guests' experience. I would like to extend a warm
welcome to all of our new Ingresso colleagues, clients and
partners."
Bart Van Schriek, Chief Executive Officer of Ingresso added:
"Along with the entire Ingresso team, I am thrilled to be
joining Accesso. The cultures and values of our two companies are
very similar: both innovative, both passionate about the customers
we serve and both absolutely convinced of the potential our
technologies have to create a new wave of value at all levels of
the entertainment industry. I look forward to working with our new
colleagues as we roll up our sleeves and take on the significant
opportunity ahead of us."
Overview of Ingresso
Founded in January 2011, Ingresso is a leading global digital
distribution system for entertainment and travel activities
ticketing. Headquartered in London, Ingresso has developed and
scaled a unique middleware platform that is capable of aggregating
the highly fragmented world of entertainment ticket and leisure
product providers in to one global marketplace.
Today, much of the world's entertainment tickets are handled via
manual solutions or through a number of complex, non-compatible
inventory management systems. Distributors only gain access to a
small portion of available tickets and have little control over
their pricing, positioning or availability. At the same time,
ticket purchasers often find themselves in a cumbersome situation
whereby they purchase tickets across a variety of sales
outlets.
Ingresso's technology addresses these challenges by directly
connecting the ticketing systems at venues, events, theme parks and
attractions with the global range of distribution outlets, enabling
large-scale websites real-time access to worldwide, date, time and
event-specific ticket inventory. This capability allows ticket
distributors to sell a much wider variety of tickets, and provide
their customers with actual valid-for-admission tickets rather than
cumbersome vouchers which are often required to be exchanged for an
actual ticket at the venue. Ingresso currently connects some of the
world's largest companies to event ticketing systems, and counts
Lastminute.com, Cirque du Soleil, Amazon Tickets and Yplan among
its international partner base.
The vendors of Ingresso include Walvis Participaties (a Dutch
venture capital fund), Oakfield Capital Partners (a UK private
equity firm), the management of Ingresso and certain minority
shareholders ("the Vendors").
Rationale for the Acquisition
With a global market size of c.$89bn, the entertainment and
travel activity ticketing markets are both large and fragmented.
These markets are well-placed to benefit from the efficiencies of a
digital and better co-ordinated supply platform. All of accesso's
success to date has been in the provision of similarly efficient
and value-creating technologies across the leisure, entertainment
and cultural markets. The Acquisition allows for further
development of these capabilities within the accesso offering.
The Directors believe the Acquisition will increase accesso's
ability to help existing and future customers (leisure,
entertainment and cultural attraction operators) drive efficiency
and realise greater value from their business. Ingresso will open
up to these customers a significantly larger, more flexible and
better co-ordinated global distribution channel through which they
can reach event and attraction ticket buyers.
They also believe that the Acquisition will provide Ingresso
with a significant opportunity to grow its own business via access
to accesso's expansive ticket inventory, eCommerce expertise,
global infrastructure and relationships. New opportunities will
also exist to cross-sell the Ingresso offering with all of
accesso's existing service lines.
In addition, the Directors believe that the Acquisition will
enable accesso to target inefficiencies within the broader ticket
distribution market, by applying the capability of the Ingresso
platform to eliminate the need for coupons and vouchers and,
instead, provide a direct and valid ticket.
Terms of the Acquisition Agreement
accesso has agreed to acquire the entire issued share capital of
Ingresso Group Limited from the Vendors for an initial cash
consideration of GBP17.5m, on a debt free cash free basis, with an
additional payment in respect of surplus working capital in the
business at closing of GBP1.3m, plus an earn out payment.
The earn out may be payable in 2018 based on the financial
performance of Ingresso for the year ended 31 December 2017
exceeding its financial performance in 2016. The earn out payment,
capped at GBP10.5m, is payable in cash and is secured by a floating
charge on the assets of Ingresso.
The total aggregate consideration excluding the working capital
adjustment, is capped at GBP28.0m, assuming that the earn out is
achieved in full.
The Acquisition Agreement contains limited warranties from the
Vendors as to title to shares and capacity to sell, whilst
customary warranties and indemnities relating to the business of
Ingresso have been obtained, up to a maximum liability cap of
GBP750,000. The Company has put in place a warranty and indemnity
insurance policy under which the liability limit for claims is
GBP15,000,000 (subject to the terms of the policy).
The Board expects the Acquisition to be earnings accretive in
2017.
Funding
The consideration will be funded through an extended facility
with Lloyds Bank plc ("the Extended Facility"). The Extended
Facility provides the Group with the ability to draw down $60m,
denominated in either US dollars, GB Pound Sterling or Euros, and
has a term of four years, with an option to extend by a further
twelve months at the end of the first year. The Extended Facility
is at an agreed rate of 140 basis points above LIBOR at a borrowing
to EBITDA ratio of less than 1.5 times, rising to 190 basis points
if the borrowing to EBITDA ratio is greater than 2.25 times. The
Extended Facility provides an additional accordion mechanism
allowing for a further $10m relating to future acquisitions, and
includes a commitment interest on undrawn funds of 35% of margin.
The total available for drawdown is subject to a reduction of
US$10.0m on each of the first, second and third anniversaries of
the Extended Facility.
The Extended Facility has an arrangement fee of $350,000 and has
been secured over accesso's assets and intellectual property of the
Group in the US and UK. The Group is comfortable with its remaining
headroom to deliver this acquisition and pursue its strategy
beyond.
Financial Information
During the year to 31(st) December 2016, Ingresso recorded
revenue of GBP43.1m, profit before tax of GBP0.6m, profit after tax
of GBP1.3m and had net assets of GBP1.6m.
The above revenue of GBP43.1m adopts a revenue recognition
policy whereby Ingresso accounts for certain revenue on a gross
basis where it takes the view that it acts as principal for certain
transactions. The Group intends to review the appropriateness of
this policy in due course. If the Group were to account for
Ingresso revenue on a net basis then reported revenue would have
been approximately GBP8.2m for the year ended 31 December 2016.
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
For further information, please contact:
accesso Technology Group plc +44 (0)118 934 7400
Tom Burnet, Executive Chairman
Steve Brown, Chief Executive Officer
John Alder, Chief Financial Officer
FTI Consulting, LLP +44 (0)20 3727 1000
Matt Dixon, Adam Davidson
Canaccord Genuity Limited +44 (0)20 7523 8000
Simon Bridges, Martin Davison
Numis Securities Limited +44 (0)20 7260 1000
Simon Willis, Mark Lander
About accesso Technology Group
accesso (AIM: ACSO) is the premier technology solutions provider
to leisure, entertainment and cultural markets. Our patented and
award-winning technology solutions drive increased revenue for
attraction operators while improving the guest experience.
Our solutions add value to operators at every point of the guest
experience with our technology facilitating the key points of
contact with their many millions of guests.
We drive attendance
The accesso Passport(R) and accesso ShoWare(SM) ticketing suites
are comprehensive, easy-to-use cloud solutions that process tens of
millions of tickets every year for assigned seat and general
admission venues, enabling operators to maximize up-sell and
cross-sell with ease to drive greater revenue.
We handle payments
Our payment gateway carries level 1 PCI security certification
and 24/7 support. It provides the tools, security and support
operators need to drive sales and has so far processed more than $5
billion in transactions.
We take guests out of line
Since 2001 more than 11 million guests have used a patented
accesso LoQueue(SM) solution to queue less, ride more, enjoy a
better experience and increase in-attraction spend.
We simplify point-of-sale
Our accesso Siriusware(SM) point-of-sale solution offers
software modules that combine ticketing, membership, retail,
food/beverage transactions, rentals, credit card processing and
many other functions into a single system eliminating the need for
separate systems and databases.
Attractions and venues worldwide currently employ accesso
technology - from theme parks, water parks, cultural attractions,
live performance venues and sporting events to ski and snow parks.
We are proud that the majority of the leading names in the leisure
industry including Six Flags Entertainment, Cedar Fair
Entertainment, Merlin Entertainments, International Speedway
Corporation, Palace Entertainment, Compagnie des Alpes and
Herschend Family Entertainment, trust our solutions.
accesso is a public company, listed on AIM: a market operated by
the London Stock Exchange. For more information visit:
www.accesso.com
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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