REG - Software Circle PLC - Acquisition of Broker Information Services Limited

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RNS Number : 0731D  Software Circle PLC  13 October 2025

 

13 October 2025

Software Circle plc

("Software Circle", the "Company" or the "Group")

 

Acquisition of Broker Information Services Limited ("BIS")

 

Software Circle plc (AIM: SFT) is pleased to announce that it has acquired
100% of the issued share capital of Broker Information Services Limited, a
provider of client management and quotation software for the financial broker
market in Ireland.

 

The total consideration of €8.25m will be satisfied in cash on a debt
free/cash free basis. The acquisition is expected to be cash flow generative
and earnings enhancing in the first year after acquisition.

 

Initial consideration of €6.9m was paid on completion less a retention for
estimated net liabilities of €0.48m.  A further €1.35m of deferred
consideration will be paid on the first anniversary of completion. Further
information on the terms of the acquisition is set out below.

 

About BIS

 

Founded in 2010, BIS has become the longest-standing and most widely adopted
client management software provider for financial brokers and advisors in
Ireland. The BIS platform enables brokers to research and compare financial
products, manage client data and workflows, and generate compliance-ready
reports.

 

Today, BIS serves financial brokers across Ireland. The company's platform
benefits from nightly automated data feeds from leading product providers,
ensuring accuracy and reliability for brokers. Revenues are primarily
subscription-based (c. 90% recurring).

 

The vendors are Best Advice Limited and AdviserPlus Limited. BIS will continue
to be run by its current CEO, Greg Bowden, who has been leading the business
operationally and will remain in the role post-completion.

 

The unaudited financial statements for the year ended 31 March 2024 reported
€1.8m of revenues, EBIT of €0.9m and closing net assets of €0.2m. After
adjustments our valuation is based upon an expected EBITDA of approximately
€1.1m.

 

Creating Our First Platform in Ireland

 

BIS operates within the same sector as Artificial Intelligence Finance Limited
("AIF"), the Group's other recently announced acquisition. Together, AIF and
BIS will form Software Circle's first platform, a complementary cluster of
software businesses serving the same vertical.

 

This combination brings together BIS's long-established market position and
broad customer reach with AIF's modern technology stack, deep mortgage
integrations, and development capability. The two businesses will continue to
operate independently in the short term, with shared oversight, but over time,
we plan to drive value through selective feature cross-pollination, technology
modernisation, and coordinated product strategy.

 

Karl Deeter, founder and CEO of AIF, will provide leadership across the
combined platform, working closely with Greg Bowden and the BIS team.

 

Terms of the Acquisition

 

The net initial consideration of €6.42m is being funded partially through a
£4.5m drawdown from the Company's committed acquisition facility, with the
remainder coming from existing Software Circle cash reserves.

 

The deferred consideration of €1.35m will be satisfied in cash on the first
anniversary of completion.

 

Separately, Software Circle announces that the amount payable under the
earnout for the previously acquired AIF, as set out in the Company's
announcement on 5 August 2025, has increased to a maximum of €7.5m,
dependent on a now combined earnings target for AIF and BIS across calendar
years 2026 and 2027.

 

Gavin Cockerill, CEO of Software Circle, said:

 

"BIS is a mission-critical platform for hundreds of financial brokers in
Ireland, with a strong reputation and a leadership position in its market.
Together with our recent acquisition of AIF, this marks the creation of our
first dedicated platform within a single vertical. These two highly
complementary businesses give us scale, diversification, and the opportunity
to modernise technology while expanding product reach within the sector. This
is another disciplined deployment of capital into sticky vertical software
businesses, capable of delivering sustainable returns for shareholders."

 

Greg Bowden, CEO of BIS, commented:

 

"I'm delighted for BIS to join Software Circle and to continue building on our
strong foundations with Karl and AIF. This marks a hugely exciting and
positive step for our business, our people, and our clients. I would like to
take this opportunity to thank everyone who has contributed to the success of
BIS over the years - our dedicated staff past and present, our loyal clients
without whom we would not be where we are today, and our valued industry
partners whose support has been invaluable."

 

Karl Deeter, CEO of AIF, commented:

 

"We're very excited to be working with Greg Bowden and the BIS team. Together,
we'll have the scale, expertise and technology to reshape the market. Giving
brokers more options, better tools, and modern solutions. By combining our
reach and capabilities, we can drive real innovation for both brokers and
insurers, transforming the channel into the most customer-centric and
value-driven option available."

 

Outlook

BIS becomes our tenth acquisition. Our strategy remains focused on identifying
and acquiring businesses that align with our criteria and further strengthen
our portfolio. We are committed to maintaining our disciplined approach to
acquisitions, ensuring that each addition is aligned with our culture,
enhances our overall value proposition, supports our long-term objectives and
maximises Operating Cash Flow Per Share(1).

 

The Group has a current cash balance of approximately £3.2m and an available
debt facility of £5.5m. Our M&A pipeline remains healthy. Following this
acquisition, we are a group of eleven vertical market software businesses. On
an annualised run-rate basis, revenue for the Group would be approximately
£24m with an Adjusted EBITDA(2) percentage margin in the low to mid-twenties.

 

This moves us through 'Gate 4' - our breakthrough objective to achieve £5m
Adjusted EBITDA which we expect will enable improved debt options. We are
actively evaluating the Group's next financing steps to support our journey
toward our aim at 'Gate 5' - £15m Adjusted EBITDA. We are considering how
best to balance our equity-efficient approach with the potential risks of
increased leverage, ensuring that our capital structure remains robust while
maximising long-term shareholder value.

 

The Group intends to release its interim report for the six month period ended
30 September 2025 during November.

 

(1)Operating Cash Flow Per Share = Cash flow from operating and other
investing activities divided by the weighted average number of shares

 

(2)Adjusted EBITDA = EBITDA before impairments, exceptional costs, acquisition
related costs and the capitalisation of qualifying development costs

 

For further information:

 

Software Circle plc

Gavin Cockerill
(CEO)
                             via
investors@softwarecircle.com

 

Allenby Capital Limited (Nominated Adviser and broker)
           0203 328 5656

David Hart / Piers Shimwell (Corporate Finance)

Joscelin Pinnington / Amrit Nahal (Sales and Corporate Broking)

 

Notes to editors:

 

Software Circle plc (AIM: SFT) has a mission: to be a leading serial acquirer
and operator of Vertical Market Software businesses in the UK and Ireland - a
permanent home for software leaders, teams, and customers. These are
mission-critical systems, deeply embedded in the day-to-day workflows of
users.

 

We help founders find the right exit strategy, acquiring businesses at
appropriate valuations, supporting their organic growth over time, and
reinvesting the free cash flow they generate into further value-accretive
opportunities. We are building a group that gives shareholders diversified
exposure to these software businesses, with discipline, alignment, and
operational know-how.

 

Software Circle continues operations in an independent, decentralised way, and
maintains the entrepreneurial spirit and culture that exists in the businesses
acquired, enabling organic growth to be driven. Our goal is to create an
environment where motivated teams can do their best work for the benefit of
the most important stakeholder: the end customer.

 

For more information visit (http://www.softwarecircle.com)
www.softwarecircle.com (http://www.softwarecircle.com) .

 

 

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