Press Release: Next 15, the digital communications group, is pleased to announce the acquisition of the entire issued share capital of PMC Investments Limited (“Pinnacle”), a specialist technical content and digital marketing business with customers in the electronics, telecoms and engineering sectors, including Toshiba Electronics, Sandvik Coromant and European Telecommunications Standards Institute.
Simon Flatt (Managing Director) co-founded Pinnacle in 1996 and will remain in the business following the acquisition. Going forward, Pinnacle will be managed as one business alongside Publitek Limited, which was acquired by the Group in March 2016 (together ‘’Publitek Group’’).
The initial consideration for the acquisition is approximately £4.4 million, of which approximately £4 million is to be satisfied in cash with the balance to be satisfied by the issue to the vendors of 119,706 new ordinary shares of 2.5p each in the Company (“ordinary shares”). The business is being acquired debt-free.
As part of the acquisition, Next 15 will settle £1.7 million of the Publitek contingent consideration early in order to align the earn-outs of these two businesses, of which approximately £1.6 million is to be satisfied in cash with the balance to be satisfied by the issue to the vendors of 42,017 ordinary shares. Further consideration may become payable based on the average profits of Publitek Group for the years ending 31 January 2018, 2019, 2020 and 2021. Any deferred consideration that becomes payable may be satisfied by cash or up to 25 per cent in new ordinary shares in the Company, at the option of Next 15. The acquisition is expected to be earnings-enhancing for the Group in the current financial year.
For the year ended 31 March 2016, Pinnacle reported net revenues of £2.2 million, adjusted profit before tax of £1.1 million and net assets of £0.9m and has performed strongly in the financial year to date. Although Pinnacle is based in the UK, approximately 25% of its revenue comes from US-based clients.
Application has been made to the London Stock Exchange for 161,723 ordinary shares to be admitted to AIM and it is expected that admission will take place on 30 September 2016. Following the issue and allotment of the new ordinary shares, the Company will have 73,260,114 ordinary shares in issue. No ordinary shares are held in treasury.
Tim Dyson, CEO of Next 15, commented: “Pinnacle extends our deep tech marketing capabilities and will enable us to accelerate our plans to build a similar business in the US. Simon Flatt and Bob Jones’ history of working together gives us the opportunity to integrate their businesses without many of the usual challenges that mergers present. Advanced technologies require highly specialist marketing skills which Pinnacle and Publitek bring to the Group.”
Simon Flatt, Pinnacle MD, said: “Pinnacle has built a solid reputation for developing and delivering integrated, content-based marketing communications campaigns that target highly technical global audiences. It is clear that Next 15 truly recognises the value of this content-led approach. By becoming part of this dynamic, international group, we believe we can further enhance the value we bring to our existing clients, take better advantage of global opportunities, and further accelerate plans for growth.”
This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation.