Gateley (Holdings) PLC Acquisition of Symbiosis IP, Issue of Equity & TVR (6378B)
04 October 2022 - 5:00PM
UK Regulatory
TIDMGTLY
RNS Number : 6378B
Gateley (Holdings) PLC
04 October 2022
4 October 2022
Gateley (Holdings) Plc
("Gateley" or the "Group")
(AIM:GTLY)
Acquisition of Symbiosis IP Limited,
Issue of Equity and Total Voting Rights
Gateley, the legal and professional services group , is pleased
to announce the acquisition (the "Acquisition") of Symbiosis IP
Limited ("Symbiosis") for a maximum consideration of circa GBP2.5
million.
Founded in 2008 by Directors, Julie Myint and Rob Docherty,
Symbiosis is a chartered patent attorney firm specialising in IP
services for the life sciences industry. Symbiosis is the second
patent attorney business Gateley has acquired onto its Business
Services Platform following the acquisition of Adamson Jones in
January 2022. For the year ended 31 March 2022, Symbiosis delivered
revenue of GBP1.8 million, with corporatised profit before tax of
GBP0.3 million.
Acquisition rationale
Alongside Adamson Jones, the Acquisition of Symbiosis further
enhances the development of complementary business services with an
IP and brands focus. The Group aims to build an industry relevant
patent and trademark attorney offering via a mix of acquisitive and
organic growth, and by adding new patent specialisms and
geographical areas.
Terms of the Acquisition
Under the terms of the Acquisition agreement, the Group will pay
consideration of approximately GBP2.5 million (the "Consideration")
subject to a completion accounts adjustment. The Consideration will
be satisfied as to approximately GBP1.5 million in cash and GBP1.0
million by the allotment and issue of new ordinary shares of
GBP0.10 each in Gateley ("Consideration Shares"). Any adjustment
following agreement of the completion accounts will be deductible
from the cash element of the Consideration. GBP1 million of the
cash consideration is being funded from the Group's revolving
credit facility with the balance of GBP0.5 million from existing
cash resources.
Issue of the Consideration Shares and Total Voting Rights
Further to the Acquisition, 523,012 Consideration Shares are to
be issued. Application will be made to the London Stock Exchange
for the 523,012 Consideration Shares to be admitted to trading on
AIM ("Admission"). It is expected that Admission will take place at
8:00 a.m. on Friday 7 October 2022.
The Consideration Shares will rank pari passu in all respects
with the existing ordinary shares of GBP0.10 each of Gateley
("Ordinary Shares"), including the right to receive all dividends
declared, made or paid after completion.
Following Admission, Gateley's total issued share capital will
comprise 125,141,617 Ordinary Shares. This number may be used by
shareholders in Gateley 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 share capital of
Gateley under the FCA's Disclosure Guidance and Transparency
Rules.
Commenting on the Acquisition, Rod Waldie, Chief Executive
Officer of Gateley, said:
"I am delighted to welcome Symbiosis to the Group. T his
strategic acquisition will extend the reach of our offering in IP,
patents and trademark work across our consultancy and legal
services teams who operate in this field. The Acquisition of
Symbiosis forms part of an acquisitive and organic growth plan that
builds on the expertise we have in the intangible assets market and
where we believe there is potential for further development."
Enquiries:
Gateley (Holdings) Plc
Neil Smith, Finance Director Tel: +44 (0) 121 234
0196
Nick Smith, Acquisitions Director and Tel: +44 (0) 20 7653
Head of Investor Relations 1665
Cara Zachariou, Head of Corporate Communications Tel: +44 (0) 121 234
0074 Mob: +44 (0) 7703
684 946
Liberum - Nominated Adviser and Broker
Richard Lindley/Ben Cryer/Cara Murphy Tel: +44 (0) 20 3100
2000
Belvedere Communications Limited - Financial
PR
Cat Valentine Mob: +44 (0) 7715 769
078
Keeley Clarke Mob: +44 (0) 7967 816
525
Llew Angus Mob: +44 (0) 7407 023
147
gateleypr@belvederepr.com
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