JAYWING PLC

M&A Activity • Nov 20, 2018

National Storage Mechanism | Additional information

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RNS Number : 8326H

Jaywing PLC

20 November 2018

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Date:               19 November 2018

On behalf of:   Jaywing plc ("Jaywing", "the Company" or "the Group")

Embargoed:    0700 hrs 20 November 2018

Jaywing plc

Disposal of HSM Limited

&

Services Agreement

Jaywing plc (AIM: JWNG), the data science led agency, consultancy and technology business announces that it has exchanged contracts for the conditional sale of its contact centre business, HSM Ltd ("HSM") to Bidco ("Bidco"), which is backed by Aquiline Capital Partners LLC ("Aquiline"), a New York and London-based private equity firm investing in financial services and technology. The sale follows a competitive sales process involving several interested parties.

Pursuant to the sale agreement, the cash consideration receivable by Jaywing is £500k, with the business being sold on a cash free, debt free basis. In addition, Jaywing has entered into a three-year services agreement with Bidco. The services range from branding through to digital transformation with Jaywing's expertise in Artificial Intelligence being used to transform existing processes and provide better outcomes for clients. Completion of the sale is conditional on Bidco obtaining FCA consent regarding the change of control, which is expected to be obtained within 30 working days. The services agreement will provide Jaywing with a minimum of £360k during the three-year period.

Bidco is an ideal acquirer for HSM in providing the environment and investment for the business to flourish as well as an exciting and significant new client for Jaywing.

HSM recorded £6,030k of revenue and an EBITDA of £136k and a loss before tax of £30k for the year ended 31 March 2018. As at 31 March 2018, HSM had net assets of £1.2 million.

The Board believes that the disposal of the contact centre business is an important strategic step in allowing management to focus on its higher margin and higher growth core business. It also strengthens the balance sheet; provides a sizeable and ongoing revenue stream; reduces a lease obligation and provides a clearer view of the margin (actual and potential) of the core business.

Jaywing PLC CEO Rob Shaw commented: "The disposal of our contact centre business is an important non-core asset disposal, which will allow management to concentrate entirely on developing the core business and simplify the Jaywing offering. I'd like to thank the staff at HSM for their professionalism and look forward to working with Bidco to help make their new venture a big success".

Bidco has indicated that it will continue to invest in the business and is focused on its continued growth.

Enquiries:

Jaywing plc
Michael Sprot (Company Secretary)	Tel: 0114 281 1200
Cenkos Securities plc
Nicholas Wells / Callum Davidson	Tel: 020 7397 8900
Bidco / Aquiline Capital Partners
Alex Yankus / Harry Mayfield (Brunswick Group)	Tel: +1 212 333 3810

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