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31/03/2017 18:35

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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 withtheentire 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 £17.5m, on
a debt free cash free basis, with an additional payment in respect of surplus
working capital in the business at closing of £1.3m, 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 £10.5m, 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 £28.0m, 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 £750,000. The Company has put in place a warranty and
indemnity insurance policy under which the liability limit for claims is
£15,000,000 (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 31st December 2016, Ingresso recorded revenue of £43.1m,
profit before tax of £0.6m, profit after tax of £1.3m and had net assets of
£1.6m. 
 
The above revenue of £43.1m 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 £8.2m 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® and accesso ShoWareSM 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 LoQueueSM
solution to queue less, ride more, enjoy a better experience and increase
in-attraction spend. 
 
We simplify point-of-sale 
 
Our accesso SiriuswareSM 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