REG - Gateley (Holdings) - Acquisition of Symbiosis IP, Issue of Equity & TVR

Gateley (Holdings)Announcement

04/10/2022 07:00

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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 £2.5 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 £1.8 million, with corporatised profit before tax of
£0.3 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 £2.5 million (the "Consideration") subject to a completion
accounts adjustment. The Consideration will be satisfied as to approximately
£1.5 million in cash and £1.0 million by the allotment and issue of new
ordinary shares of £0.10 each in Gateley ("Consideration Shares"). Any
adjustment following agreement of the completion accounts will be deductible
from the cash element of the Consideration.  £1 million of the cash
consideration is being funded from the Group's revolving credit facility with
the balance of £0.5 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 £0.10 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. This 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 Head of Investor Relations  Tel: +44 (0) 20 7653 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 (mailto:gateleypr@belvederepr.com)

 

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