The initial consideration is £11.1 million in cash and the issue of 3,499,864 new ordinary shares of 5p each in the capital of Netcall (“Netcall Shares”). Potential further consideration of up to £2.3 million cash and 9.5 million Netcall Shares is also payable dependent on achieving specified performance targets achieved over various periods from completion of the Acquisition. The Acquisition is being funded from the Company's existing cash resources and a £7.0 million loan note (“Loan Note”) from Business Growth Fund (“BGF”).
MatsSoft is headquartered in Bedford, UK and has approximately 60 customers globally across private and public sectors, including Vodafone, Nationwide Building Society, ITV and Adur & Worthing Councils. It was founded in 2008 and employs 56 people.
MatsSoft's low-code software platform enables rapid delivery of enterprise-grade business applications with a minimum of hard coding and upfront investments. This addresses the growing gap between organisations' demand for business applications and the resources available to deliver these solutions.
Since the implementation of the Group's enhanced dividend policy on 29 September 2015, the Group has paid out £5.8 million in total in enhanced dividends over the two year period. Following today's acquisition and in line with the strategy outlined at the start of the enhanced programme, the Board intends to terminate the enhanced dividend programme and expects to continue to pay out normal dividends.
Henrik Bang, CEO of Netcall, commented: “We are today taking a big step forward in delivering on our strategy of helping organisations improve customer engagement and are thrilled to have MatsSoft as a part of Netcall. We see a great opportunity offering the MatsSoft capabilities to our customers across the public and private sectors as well as expanding into new markets.
The acquisition will enhance our ability to deliver a unique and powerful set of capabilities and applications that will help our customers accelerate the transformation of their customer engagement. Furthermore, this acquisition increases our cloud presence and will give Netcall access to the fast growing low-code market which, according to Forrester is rapidly being adopted by organisations across the private and public markets.
Group trading for the year ended 30 June 2017 was broadly in line with expectations as the Group successfully continues its transition to cloud.”