OnTheMarket plc Completion of Glanty Acquisition & Issue of Shares (2585A)
May 28 2021 - 10:56AM
UK Regulatory
TIDMOTMP
RNS Number : 2585A
OnTheMarket plc
28 May 2021
28 May 2021
ONTHEMARKET PLC
("OnTheMarket", the "Group" or the "Company")
Completion of Glanty Acquisition, Issue of Consideration
Shares
and
Total Voting Rights
OnTheMarket plc, the majority agent-owned company which operates
the OnTheMarket.com property portal, is pleased to announce,
further to the announcement of 22 March 2021, that it has now
completed the acquisition of Glanty Ltd ("Glanty").
The initial consideration of GBP1,533,477 (the "Initial
Consideration") required to be paid by OnTheMarket under the share
purchase agreement is being satisfied by way of the issue of
1,528,832 ordinary shares of 0.2 pence each in the capital of
OnTheMarket in aggregate (the "Consideration Shares") and a cash
payment of GBP156,000. OnTheMarket also paid GBP1,355,317 in cash
in respect of the settlement of shareholder and certain third party
debt in Glanty at completion.
The Consideration Shares are subject to lock-in arrangements
which restrict their sale save in limited circumstances. 474,194
Consideration Shares are locked-in for 3 years post-completion and
1,054,638 Consideration Shares are locked-in for 4 years
post-completion, relating to certain sellers actively involved in
the business. All Consideration Shares are subject to orderly
market arrangements for a further 12 months after the above initial
lock-in periods have expired.
The Initial Consideration is subject to adjustment
post-completion (with such adjustment based on Glanty's actual net
cash/net debt and actual working capital position as at
completion), which may result in additional payments or recoveries
depending on whether OnTheMarket or the selling shareholders of
Glanty are liable in respect of any balancing payment.
Additional consideration may become payable under earn-out
arrangements based on revenue and EBITDA performance in the
12-month period commencing on the day following the second
anniversary of completion (capped at GBP12m and payable in shares
or cash at the Company's discretion) and in the event that Glanty
receives R&D tax credits from HMRC which relate to periods
prior to completion (capped at GBP150k).
Total Voting Rights
Application has been made to the London Stock Exchange for
admission of securities in respect of 1,528,832 Consideration
Shares. It is expected that admission will become effective on 1
June 2021.
Following admission, the total number of ordinary shares and
voting rights in the Company will be 74,230,670. The Company does
not hold any shares in treasury.
The above figure may be used by shareholders in the Company 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 the Company under the FCA's
Disclosure and Transparency Rules.
For further details in relation to Glanty and completion
arrangements, please refer to the Company's announcement dated 22
March 2021.
ENDS
For further information, please contact:
OnTheMarket
Jason Tebb, Chief Executive Officer
Clive Beattie, Chief Financial Officer 0207 353 4200
Tulchan Communications
James Macey White
Giles Kernick
William Booth 0207 353 4200
Zeus Capital (Nominated Adviser/Joint Broker)
Jamie Peel, Martin Green, Daniel Harris 0203 823 5000
(Corporate Finance)
John Goold, Benjamin Robertson (Broking)
Shore Capital (Joint Broker)
Daniel Bush, John More (Corporate Finance)
Fiona Conroy (Corporate Broking) 0207 408 4090
Background on OnTheMarket:
OnTheMarket plc, the majority agent-owned company which operates
the OnTheMarket.com property portal, is a leading UK residential
property portal provider.
Its objective is to create value for shareholders and property
advertiser customers by delivering an agent-backed, technology
enabled portal - offering a first-class service to agents and new
homes developers at sustainably fair prices and becoming the go-to
portal for serious property-seekers.
OnTheMarket provides a unique opportunity for agents to
participate in the equity value of their own portal. Agent backing
and support enable OnTheMarket to display "New & exclusive"
properties to serious property-seekers 24 hours or more before
agents release these properties to other portals.
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END
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