REG - CPPGroup PLC - Publication of Circular Notice of General Meeting

CPPGroupAnnouncement

Tue 13:30

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RNS Number : 0387T  CPPGroup PLC  29 July 2025

29 July 2025

 

CPPGroup Plc

("CPP Group", "Group", or the "Company")

 

Publication of Circular

Notice of General Meeting

Further to the announcement of 23 July 2025, CPP Group (AIM: CPP) is pleased
to confirm that it has dispatched a circular, to convene a general meeting of
the Company, in order to seek shareholders' approval for the proposed disposal
of CPP Assistance Services Private Ltd (the "Sale") (the "Circular").

The Sale is a fundamental disposal pursuant to Rule 15 of the AIM Rules for
Companies and accordingly is conditional on shareholder approval.

The General Meeting of the Company will be held at the offices of Squire
Patton Boggs (UK) LLP at 60 London Wall, London, EC2M 5TQ at 11:00 a.m. on 14
August 2025.

Extracts from the letter from the Chairman are set out below.

A copy of the Circular will be available on the Company's website at
https://corporate.cppgroup.com/ (https://corporate.cppgroup.com/) with effect
from today.

Unless otherwise indicated, defined terms in this announcement shall have the same meanings as those given to them in the Circular.

 

 

ENQUIRIES

 

CPPGroup plc

Simon Pyper, Chief Executive
Officer
via Alma Strategic Communications

David Bowling, Chief Financial Officer

 

Panmure Liberum

(Nominated Adviser and Sole Broker)
                            Tel: +44 (0)20 310 2000

Corporate Finance:

Stephen Jones

Atholl Tweedie

Will King

 

M&A:

Tim Medak

 

Alma Strategic
Communications
                            CPP@almastrategic.com
(mailto:CPP@almastrategic.com)

Josh Royston
 
                 Tel: +44 (0)20 3405 0205 (tel:+442034050205)
 

Andrew Jaques

David Ison

 

 

 

Appendix

 

Extracts from the Circular

 

1.    INTRODUCTION

On 18 June 2025, the Company announced a revised strategy to focus solely on
Blink Parametric ("Blink"), the Group's digitally focused InsurTech business,
and to dispose of the Group's remaining legacy assets to generate additional
capital to accelerate investment to support Blink's commercial and technology
roadmap.

The Company also announced the disposal of the entire registered share capital
of CPP Sigorta Aracilik Hizmetleri Anonim Sirketi ("CPP Turkey") on 18 June
2025, which will generate combined proceeds of £6.1 million, comprising cash
consideration of £4.6 million together with a £1.5 million three-year
license agreement with Blink granting distribution rights for its cyber
security solution. Of the proceeds of the disposal of CPP Turkey, £2.5
million was used to repay the Group's Revolving Credit Facility ("RCF").

The Group also disclosed that it was in negotiations regarding the sale of CPP
Assistance Services Private Limited ("CPP India"). These negotiations have now
concluded and on 23 July 2025 the Company announced that its subsidiaries, CPP
European Holdings Limited ("CPP Europe") and CPP Holdings Limited ("CPP
Holdings") (together, "CPP Europe" and "CPP Holdings" as the  "Sellers") and
CPP India, had exchanged contracts with OneAssist Consumer Solutions Private
Limited ("OneAssist") and Bolttech Device Protection India Private Limited
("Bolt") (together, "OneAssist" and "Bolt" as the "Buyers") regarding the
conditional sale of the entire issued share capital of CPP India for a total
cash consideration of USD $21.0 million (approximately £15.7* million) (the
"Sale").

The Board considers the Sale to be an attractive opportunity, representing a
key milestone in the Group's revised strategy and reflecting a fair net
present value for CPP India's future revenue and profitability.

The Sale is of sufficient size relative to that of the Group to constitute a
fundamental change of business pursuant to Rule 15 of the AIM Rules and
accordingly is conditional (inter alia) on Shareholders' approval. Should
Shareholder approval not be received at the General Meeting, the Sale will not
proceed.

The Company has received letters of intent from certain shareholders to vote
or procure votes in favour of the Resolution to be proposed at the General
Meeting in respect of a total of 5,660,961 Ordinary Shares, representing in
aggregate, approximately 61.7 per cent. of the issued ordinary share capital
of the Company as at 28 July 2025 (being the Latest Practicable Date).

The Resolution is an ordinary resolution, requiring a simple majority of
Shareholders only. The purpose of the Circular is to provide you with the
background to the Sale and to explain why the Directors consider that it is in
the best interests of the Company and its Shareholders as a whole and why they
recommend that Shareholders should vote in favour of the Resolution to be
proposed at the General Meeting. A notice convening the General Meeting to be
held at the offices of Squire Patton Boggs (UK) LLP at 60 London Wall, London,
EC2M 5TQ at 11:00 a.m. on 14 August 2025 is set out at the end of the
Circular.

*Calculated at current £:US$ exchange rate of 1.34.

2.    BACKGROUND TO AND REASONS FOR THE SALE

In September 2022, the Group announced the objective of its Change Management
Programme (the "CMP") aimed at repositioning the Group as an InsurTech
business led by Blink and supported by CPP India and CPP Turkey. Under the
CMP, the Group prioritised investment in Blink's operational capacity to
support future growth, whilst divesting several legacy businesses in the UK
and internationally.

As part of the CMP, the Group invested significantly in Blink's infrastructure
and secured several large global and regional business partners. Over the past
three years, Blink has progressed well beyond proof of concept and is now an
established, high-margin platform with significant long-term growth potential.
As at the end of 2024, Blink reported annualised recurring revenue ("ARR") of
£1.6 million compared to £1.0 million at the end of 2023 and the business is
on track to deliver ARR growth in 2025 materially ahead of that achieved in
2024.

The Board believes that Blink is well positioned in a favourable market, where
technology-led InsurTech and parametric solution providers like Blink
typically attract higher valuation multiples than either traditional insurers
or legacy assistance models such as CPP India or CPP Turkey.

However, to scale Blink meaningfully and complete the necessary restructuring
of the Group's remaining legacy operations (including the central functions),
the Group will require additional capital. To support this, the Group has
disposed of CPP Turkey and, subject to (inter alia) Shareholder approval, will
also dispose of CPP India pursuant to the Sale.

By contrast, without access to new investment capital, the Directors believe
that CPP India faces diminishing long-term prospects due to heavy dependence
on key distribution partners (CPP India derives the majority of its revenue
from a single business partner (85% in the year ended 31 December 2024)),
increasing regulatory complexity, and limited access to reinvestment capital.

As such, the Board has assessed the extent to which proceeds of the Sale could
accelerate the growth of Blink through new partnerships, expansion into
additional markets and investment into its technology platform, and believes
that:

i.      Blink offers the potential to deliver superior returns for
shareholders over the medium to long term, compared to the Group's legacy
businesses;

ii.     the decision to divest the Group's legacy businesses in order to
focus investment on Blink reflects a disciplined approach to capital
allocation; and

iii.    the Sale is in the best long-term interests of CPP India and the
Group.

In addition, as the Group realigns its strategy around Blink, it will become
less complex and far smaller. In line with this transformation, the Group will
commence the implementation of a restructuring and cost reduction programme in
September 2025. Upon completion, the programme is expected to deliver a
material reduction in annualised central costs on which there will be further
information in due course.

3.    INFORMATION ON CPP INDIA

CPP India is a provider of assistance and protection services, offering a
range of white labelled products in collaboration with banks, NBFCs, and
financial technology businesses across India. CPP India's core offerings
include Card Protection for lost or stolen cards, FoneSafe insurance for
mobile devices, Asset Secure warranties for consumer electronics, and LivPlus
wellness packages. These solutions are delivered through a digital-first,
omnichannel model.

CPP India serves over 9 million customers through several distribution
partners, co-developing bespoke services designed to enhance customer
engagement and retention. CPP India has performed well in recent years, with
growth driven by product innovation, strong distribution networks, and
increased consumer demand for value-added services.

For the year ended 31 December 2024, CPP India reported a turnover of £145.4
million with a contribution to Group EBITDA of £6.6 million and a profit
before tax of £4.7 million, representing approximately 93.0%, 82.5%* and
80.7%* of the overall Group respectively.

CPP India is currently performing broadly in line with the Boards
expectations.

The Board believes that CPP India's business model has become increasingly
constrained with 85% of FY2024 revenue derived from a single partner, limited
growth prospects, rising regulatory pressure, and a requirement for, but
limited access to, further investment.

*Proportion of EBITDA and profit before tax represents EBITDA and profit
before tax from the Group's profitable operations as at 31 December 2024,
being CPP India and CPP Turkey.

4.    INFORMATION ON THE BUYERS

OneAssist and Bolt as a group operates as a subscription-driven assistance
platform in India, combining tech-led service delivery with broad distribution
via consumer-facing partnerships and provides assistance and protection
services focused on everyday essentials for consumers in India.

Founded in 2011, OneAssist delivers white-labelled and retail-branded
solutions targeting personal gadgets, financial tools and home appliances.
OneAssist has formed strategic partnerships with a number of leading brands
and organisations offering multiple consumer propositions.

Bolt is a wholly owned subsidiary of OneAssist (acquired in 2021).

5.    PRINCIPAL TERMS OF THE SALE

On 22 July 2025, the Company's subsidiaries, CPP Europe, CPP Holdings and CPP
India entered into the Sale and Purchase Agreement, pursuant to which they
have conditionally agreed to dispose of the entire issued share capital of CPP
India to the Buyers.

The principal terms of the Sale and Purchase Agreement are as follows:

·      Consideration

The consideration payable to the Sellers from the Buyers is the Indian Rupees
equivalent of USD $21 million (the "Purchase Price"), payable on the
completion date adjusted as follows:

a)     applicable deductions and withholding taxes shall be deducted from
the Purchase Price;

b)    if CPP India does not have a minimum amount of cash in the sum equal
to the Indian Rupees equivalent of USD $7 million (net of transaction
expenses) as at the completion date, an amount equal to any such shortfall
shall be deducted from the Purchase Price; and

c)     an amount equal to 25% of the consideration payable to CPP Europe
shall be held back and such balance shall be payable to CPP Europe in two
instalments, six and twelve months post-completion, contingent on the
satisfaction of agreed performance conditions in relation to CPP India.

·      Conditions

Completion of the Sale is conditional, inter alia, upon:

a)     the approval of the Sale by the Shareholders at the General
Meeting;

b)    no material adverse effect occurring in relation to CPP India's
business or any event giving rise to such a material adverse effect;

c)     the sale shares having been dematerialised;

d)    valuation reports being in agreed form; and

e)    a draft 281 report (confirming whether there are any pending
proceedings or outstanding demands in respect of tax against the Sellers and
CPP India) being in agreed form.

·      Termination

The Sale and Purchase Agreement may be terminated at any time prior to the
completion date:

a)     by the parties' mutual written agreement;

b)    by any party upon the occurrence of a liquidation event;

c)     by the Sellers if after receipt of the certificate from the Buyers
confirming satisfaction of the conditions, completion has not occurred by the
long stop date (being 60 days from 22 July 2025 of such other date as has been
agreed by the Buyers and the Sellers) (the "Long Stop Date") due to the
actions or omissions solely attributable to the Buyers;

d)    by the Buyers if after receipt of the certificate from the Sellers
confirming satisfaction of the conditions, completion has not occurred by the
Long Stop Date due to the actions or omissions solely attributable to the
Sellers;

e)    by the Sellers, if the Sale has not been approved by Shareholders at
the General Meeting prior to the completion date;

f)     by the Sellers, if the Buyers' conditions precedent are not
satisfied by the Long Stop Date, unless the Sellers have decided to waive the
requirement to fulfil any of the Buyers' conditions precedent;

g)     by the Buyers, if the Sellers' conditions precedent or CPP India's
conditions precedent are not satisfied by the Long Stop Date, unless the
Buyers have decided to waive the requirement to fulfil any of the Sellers'
conditions precedent and, or CPP India's conditions precedent;

h)    by the Sellers, in the event a material adverse effect has occurred
with respect to the Buyers or is subsisting;

i)      by the Buyers, in the event a material adverse effect has
occurred with respect to any Seller or CPP India or is subsisting;

j)      by the Buyers, in the event of breach of any of the warranties
given by the Sellers; or

k)     by either party, if the updated disclosure letter is not in agreed
form by the Long Stop Date.

·      Representations and Warranties

Customary fundamental warranties, business warranties and tax warranties are
given by the Sellers and CPP India to the Buyers. Such representations and
warranties are subject to customary and other negotiated limitations.

·      Indemnities

The Sale and Purchase Agreement contains a number of indemnities and specific
indemnities.

Specific indemnities have been provided by the Sellers in respect of:

a)     any claim made by the GST authorities on the Company in relation to
the ongoing GST litigation for the FY 2018-2019 in relation to alleged excess
ITC claimed in GSTR-3B when compared with GSTR-2A; and

b)    any and all litigations disclosed in the disclosure letter in which
the claim amount in not quantified.

The Company has guaranteed the payment obligations (if any) in respect of the
indemnities and specific indemnities, in the event that the Sellers are unable
to fulfil the payment obligations (if any) under the Sale and Purchase
Agreement.

·      Restrictive Covenants

The Sale and Purchase Agreement contains customary non-compete and
non-solicitation restrictive covenants on the part of the Sellers for up to
five years.

·      Governing Law

The Sale and Purchase Agreement is governed by and will be construed in
accordance with the laws of India.

6.    FINANCIAL EFFECTS OF THE PROPOSED SALE AND USE OF THE PROCEEDS

For the year ended 31 December 2024, CPP India generated revenue of £145.4
million, representing approximately 93.0% of Group revenue, EBITDA of £6.6
million, representing 82.5%* of Group EBITDA, and profit before tax of £4.7
million, representing 80.7%* of Group profit before tax. As at 31 December
2024, CPP India had gross assets of £20.0 million, representing 69.2% of
Group total asset value. Should Shareholders approve the Sale, ongoing revenue
and EBITDA for the Group will be reduced and, after deducting liabilities, the
Sale is expected to result in a gain on disposal of approximately £10
million** which will be recognised in the Group's accounts for the year ending
31 December 2025.

Indian tax laws require taxation on the Sale, which is expected to total
approximately £2 million, to be withheld by the Buyers. Additionally, costs
associated with the Sale in FY2025 are expected to total approximately £0.9
million. It is therefore expected that, upon Completion, the Company will
receive total initial cash consideration of approximately £11.8*** million
(£8.9 million after deducting tax liabilities and fees relating to the Sale).

Following Completion, it is anticipated that the net proceeds from the Sale,
along with the combined proceeds from the disposal of CPP Turkey, will be used
to:

·      fund near to medium term investment in Blink, in line with the
Group's strategy as set out in paragraph 8 below;

·      repay and cancel in full the Group's RCF balance at Completion;
and

·      fund the Group's ongoing working capital requirements, including
the necessary run-off of the Group's remaining legacy operations and the Group
restructuring and cost reduction programme.

The Board does not expect to make any distributions to Shareholders from the
proceeds of the Sale.

*Proportion of EBITDA and profit before tax represents EBITDA and profit
before tax from the Group's profitable operations as at 31 December 2024,
being CPP India and CPP Turkey.

**Gain on disposal is estimated based on 30 June 2025 closing position in
India, being the latest financial information available at the time of issue
and is subject to audit. Estimates are also subject to movements in the £:US$
exchange rate.

*** Calculated at current £:US$ exchange rate of 1.34.

7.    AIM RULE 15

In accordance with AIM Rule 15, the Sale will result in a fundamental change
of business of the Company and is accordingly subject to the approval of
Shareholders. However, as the Sale will not result in the Company divesting of
all, or substantially all, of its existing trading business, activities or
assets, the Company will not, following the completion of the Sale, be deemed
to become an AIM Rule 15 cash shell.

8.    CURRENT TRADING AND STRATEGY FOLLOWING COMPLETION

Should Shareholders approve the Sale, the Company's remaining assets and
operations post Completion (the "Continuing Group") will comprise Blink and
the residual UK back book which is in run-off.

Blink provides real-time, data driven, white-label assistance solutions that
are designed to be embedded into insurance provider products, which on an
"event" being triggered, provides immediate, digitally delivered, support to
their (the insurers') customers. The business currently operates in the global
travel disruption market (flight delay and lost luggage) and cyber security
market (personal data and dark web monitoring). Both markets are expected to
achieve strong growth over the next few years from which Blink (with the
additional investment from the proceeds of the Sale) is well positioned to
benefit.

During the year ended 31 December 2024, Blink made considerable progress where
it was providing travel disruption and cyber solutions to 28 partners (2023:
17) across 22 geographies (2023: 12). Blink's solutions, which are digitally
delivered, are included in over 1.5 million customer policies, with some
615,000 flights tracked and 8,000 automated claims resolutions processed
during 2024. In addition, Blink ended the 2024 financial year with 100%
renewal rate of existing contracts and increased its annual recurring revenue
("ARR") by 62% to £1.6 million (2023: £1.0 million), which the Board
believes is testament to both the quality of service and growing demand for
Blink's solutions.

To lead Blink into its next growth phase, Brian Barter, who joined the Group
on 5 June 2025, has been appointed CEO of Blink. Brian brings significant
experience in scaling global fintech and SaaS platforms, having previously
held leadership roles at Accenture, Bank of Ireland, and BoatyardX, a global
fintech software services provider.

As such, the Board believes Blink is now an established, high-margin, scalable
platform strongly positioned within a favourable market environment and with
realisable long-term growth prospects. However, the Board also maintains that
the proposed investment of the proceeds of the Sale is required in Blink's
technology platform and new product development to better support its current
and future business partners, most of whom operate multiple brands in multiple
geographies.

The Sale also creates an opportunity to further reduce the size and complexity
of the Group and streamline the current Group structure. As such, in line with
realignment of the Group's strategy around Blink, the Group will implement a
restructure and cost reduction programme in September 2025 which is expected
to deliver a material reduction in annualised central costs.

Blink is forecast to increase its ARR to at least £3.0 million by 31 December
2025 and for ARR to continue to grow strongly in 2026 to at least £5.0
million by 31 December 2026. The Board expects Blink to achieve break-even
EBITDA in the year ended 31 December 2028.

9.    RISK FACTORS

Subsequent to the Sale, the Board considers the following to be the principal
risks relating to Blink. However, the risks listed do not purport to be an
exhaustive summary of the risks affecting Blink or the Continuing Group and
are not set out in any particular order of priority. Additional risks and
uncertainties not currently known to the Directors or which the Directors deem
immaterial may also have an adverse effect on the Continuing Group. In
particular, the Continuing Group's performance may be affected by changes in
market or economic conditions and in legal, regulatory and tax requirements.
If any of the following risks were to materialise, the Continuing Group's
business, financial condition, results or future operations could be
materially adversely affected. In such cases, the market price of the Ordinary
Shares could decline and an investor may lose part of all of his or her
investment. There can be no certainty that the Continuing Group will be able
to successfully implement its strategy.

a)    Pace of execution of Blink's business plan

Blink's insurance partner adoption and roll-out of its services may be slower
than anticipated or investment into Blink may materially deviate from the
Boards expectations. Either scenario may lead to Blink not achieving its
forecasted growth or reaching break-even in line with the Boards current
expectations.

The Board believes that Blink's experience in agreeing multi-year
relationships with global insurers leads it to understand the average
timescales to contract with its global distribution partners. Furthermore, the
Board, alongside Blink's management team, have experience investing in Blink's
infrastructure and have developed a clear and targeted strategy for investment
into Blink following the Sale and realignment of the Group's strategy.

b)    Competition

Well-funded competitors could enter the parametric travel and cyber markets
which may lead to a dilution of Blink's existing partner base or pipeline.

The Board considers Blink to be a market-leader with proprietary technology
developed over several years and a specialist understanding of the travel and
cyber data on which its services are based. In addition, the travel and cyber
sectors are substantial and growing, providing space for other operators.

c)     Pandemic or other event leading to a global travel slowdown

80% of Blink's closing 2024 ARR is through partnerships in the global travel
sector. Another global pandemic or other event leading to a global travel
slowdown may significantly reduce or remove demand for Blink's travel product
set.

The Board acknowledges that alongside Blink's focus on the travel market, it
has also successfully diversified into the global cyber market. In addition,
Blink's strategic plan includes new product development in conjunction with
its global insurance partners.

10.  LETTERS OF INTENT

The Company has received non-binding letters of intent from all of the
Directors of the Company (excluding Alice Glenister who holds no Ordinary
Shares), to vote in favour of the Resolution to be proposed at the General
Meeting (and, where relevant, to procure votes by the relevant registered
holders if that is not them) in respect of their entire beneficial holdings.
The Directors' aggregate shareholding in the Company as at the date of the
Circular is 295,837 Ordinary Shares (representing approximately 3.2% of the
Company's issued share capital and total voting rights) as at the date of the
Circular.

In addition, the Company has received non-binding letters of intent from
Shareholders who collectively hold 5,365,124 Ordinary Shares (representing
approximately 58.5% of the Company's issued share capital and total voting
rights) as at the date of the Circular, to vote in favour of the Resolution to
be proposed at the General Meeting (and, where relevant, to procure votes by
the relevant registered holders if that is not them) in respect of their
respective entire beneficial holdings.

As such, as at the date of the Circular, the Company has received non-binding
letters of intent from Shareholders holding in aggregate 5,660,961 Ordinary
Shares (representing approximately 61.7% of the Company's issued share capital
and total voting rights) to vote in favour of the Resolution to be proposed at
the General Meeting (and, where relevant, to procure votes by the relevant
registered holders if that is not them).

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