REG - Netcall PLC - Acquisition of Jadu Holdings Limited

NetcallAnnouncement

Today 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251210:nRSJ9103Ka&default-theme=true

RNS Number : 9103K  Netcall PLC  10 December 2025

10 December 2025

 

NETCALL PLC

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

 

Acquisition of Jadu Holdings Limited

 

Expands addressable market and adds new digital experience and AI capabilities
to the Liberty platform

 

Netcall plc (AIM: NET), an enterprise software company that unites automation
and customer engagement in one AI-powered platform, has acquired Jadu Holdings
Limited((1)) ("Jadu"), a UK-based provider of digital experience platforms
(the "Acquisition").

Highlights:

 ·             Expands Netcall's presence in UK local government from c. one-in-three to c.
               one-in-two UK councils, strengthening Netcall's competitive positioning in the
               public sector.
 ·             Adds complementary digital experience and AI capabilities to the Liberty
               platform.
 ·             Broadens the addressable market, provides cross-selling potential across the
               Netcall portfolio, and supports international growth via an established US
               partner channel and customer base.
 ·             Expected to be earnings enhancing((2)) in the current financial year, on an
               adjusted earnings per share basis.
 ·             Compatible cloud model, with Jadu's annual recurring revenue of £5.9 million
               as at 30 September 2025 (+10% YoY), with c. 90% from cloud services.
 ·             Initial consideration of £15.2 million with an earn-out of up to £4.0
               million, bringing the maximum total consideration to £19.2 million.

 

About Jadu

Jadu (www.jadu.net) is an accessibility-first digital experience platform
combining web content management, forms and payments, case management, and
AI-enabled multilingual search. It enables compliant, inclusive services for
public-sector and higher-education organisations across the UK, North America
and Australia, increasing digital adoption and reducing cost-to-serve.

Headquartered in Leicester, Jadu serves around 120 customers, including
Birmingham City Council, Liverpool City Council, Wasatch County Government
(Utah), Carnegie Mellon University (Pennsylvania), and employs over 80 staff.
Jadu's founders will remain with the business, supporting integration and
ongoing growth within the Netcall Group.

As at 30 September 2025, Jadu's annual recurring revenue ("ARR") was £5.9
million (2024: £5.3 million, +10% YoY), with c. 90% generated from cloud
services. For the year ended 30 September 2025, revenue was £7.4 million
(2024: £6.9 million, +7% YoY), with recurring revenue up 10% to £5.6 million
(2024: £5.1 million), representing 76% of the total. Following investment to
support international expansion, Jadu reached EBITDA((3)) breakeven in Q4 and
delivered an adjusted EBITDA loss of £0.3 million (2024: loss £0.1 million),
and a loss before tax of £0.7 million (2024: loss before tax £0.2 million).
Gross assets at 30 September 2025 were £2.2 million (2024: £3.3 million). At
completion, Jadu is expected to have c. £0.4 million in cash. All financial
information is unaudited and drawn from management accounts and Companies
House filings.

Acquisition Rationale

The Acquisition advances Netcall's strategy to fast-track Liberty's roadmap,
expand the customer base and create cross-sell opportunities that can increase
Annual Contract Value ("ACV") per account and support recurring revenue
quality. It strengthens Liberty's position as a single platform for customer
engagement and automation, combining content, workflow, communications and AI,
to help deliver accessible digital experiences and more seamless citizen and
customer journeys. By adding Jadu's customer-experience layer to Liberty
automation, customers can reduce point solutions and integration effort,
accelerate time‑to‑value, and support spend consolidation with Netcall.

This Acquisition expands Netcall's reach in UK local government from c.
one-in-three to c. one-in-two UK councils, with low customer overlap, and
positions the enlarged platform to meet accelerating digital mandates and
local government reorganisation. It also increases the Group's footprint
outside the UK, adding more than 25 US public-sector customers and a growing
pipeline via Jadu's established US partner network, broadening the addressable
market and creating cross-sell opportunities across the UK and
internationally.

The Acquisition is expected to be earnings enhancing((2)) in the current
financial year, based on adjusted earnings per share, supported by operational
efficiencies and identified cost synergies. Jadu's cloud-based, recurring
revenue model is aligned with Netcall's approach, underpinning predictable,
high-quality earnings.

Consideration for the Acquisition

The total consideration is up to £19.2 million. The initial gross
consideration is £15.2 million, comprising £11.2 million payable in cash
from Netcall's existing resources (with £0.6 million retained by Netcall for
one year) and 3,378,664 Netcall Ordinary Shares (subject to a two-year
lock-in), valued at £4.0 million based on the 50-day average closing price of
Netcall shares of 118.39 pence to 9 December 2025.

Additional consideration of up to £4.0 million may be payable, contingent on
Jadu meeting specified financial and non-financial performance targets,
including ACV growth of c. 20% p.a. over two years following the Acquisition.
Payments will be assessed and made periodically in cash throughout the
earn-out period.

James Ormondroyd, Chief Executive of Netcall, commented: "We're unifying
automation and customer engagement with an accessibility-first digital
experience layer that complements our low-code capabilities in one platform.
This brings the digital front‑end together with AI‑driven workflows in a
single solution that helps organisations deliver better services faster. The
acquisition lifts our UK council coverage to more than half and adds more than
25 US public‑sector customers through an established partner channel,
creating clear cross‑sell routes. With c.90% of Jadu's ARR from cloud
services and identified cost efficiencies, we expect the acquisition to be
accretive to adjusted EPS this financial year, and to add to our growing base
of recurring revenues."

 

 

Issue of Shares and Total Voting Rights

Application will be made to the London Stock Exchange for the 3,378,664 new
Ordinary Shares to be admitted to trading on AIM ("Admission") and it is
expected that Admission will become effective and trading will commence at
8.00 a.m. on 15 December 2025.

The Company advises that, following Admission, the Company's issued share
capital will be 172,352,933 Ordinary Shares which includes 1,869,181 Ordinary
Shares held in treasury. As such the Company's total number of Ordinary Shares
with voting rights will be 170,483,752. This figure of 170,483,752 may be used
by shareholders 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 Company under the FCA's Disclosure Guidance and
Transparency Rules.

 

 

((1)) Jadu was owned by its founders comprising Suraj Kika, Andrew Perkins and
Lee Pilmore, who collectively held 85.9% of the company, the remaining 14.1%
was held by current and former employees.

 

((2)) No statement in this announcement (including any statement of estimated
synergies) is intended as a profit forecast or estimate for any period and no
statement in this announcement should be interpreted to mean that earnings or
earnings per share for Netcall for the current or future financial periods
would necessarily match or exceed the historical published earnings or
earnings per share for Netcall.

 

((3)) Profit before interest, tax, depreciation and amortisation adjusted to
exclude the effects of share-based payments, acquisition, impairment, profit
or loss on disposals, contingent consideration and non-recurring transaction
costs.

 

 

 

For further enquiries, please contact:

 

 Netcall plc                                                           Tel. +44 (0) 330 333 6100
 James Ormondroyd, CEO
 Richard Hughes, CFO
 Henrik Bang, Non-Executive Chair

 Canaccord Genuity Limited (Nominated Adviser and Broker)              Tel. +44 (0) 20 7523 8000
 Simon Bridges / Harry Gooden / Andrew Potts / Elizabeth Halley-Stott

 Singer Capital Markets (Joint Broker)                                 Tel. +44 (0) 20 7496 3000
 Charles Leigh-Pemberton / Asha Chotai

 Alma Strategic Communications                                         Tel. +44 (0) 20 3405 0205
 Caroline Forde / Hilary Buchanan / Emma Thompson

 

About Netcall

Netcall (AIM: NET) is a UK-based enterprise software company that unites
automation and customer engagement in one AI-powered platform. Its Liberty
platform makes work easier by digitising processes and simplifying customer
interactions in a single, easy-to-use solution that reduces complexity.

Today, around 600 organisations across healthcare, government and financial
services rely on Netcall for mission‑critical workflows, including
two‑thirds of NHS Acute Health Trusts and major enterprises such as Legal
& General, Baloise and Santander.

For further information, please go to www.netcall.com (http://www.netcall.com)
.

Prior to publication the information communicated in this announcement was
deemed by the Company to constitute inside information for the purposes of
article 7 of the Market Abuse Regulations (EU) No 596/2014 as amended by
regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations No
2019/310 ('MAR'). With the publication of this announcement, this information
is now considered to be in the public domain.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ACQMZMGZLLNGKZM



            Copyright 2019 Regulatory News Service, all rights reserved