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Elixirr Intnl PLC

Placing and Proposed Admission to Trading on AIM
RNS Number : 0452S
Elixirr International PLC
06 July 2020
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUE A VIOLATION OF THE SECURITIES LAWS OF THESE JURISDICTIONS.

This announcement is not an admission document or a prospectus and does not constitute or form part of an offer to sell or issue or a solicitation of an offer to subscribe for or buy any securities in any jurisdiction, including in or into the United States, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction where to do so might constitute a violation or breach of any applicable law nor should it be relied upon in connection with any contract or commitment.  Investors should not purchase any shares referred to in this announcement except on the basis of information in the admission document (the "Admission Document") to be published by Elixirr International plc on or around the date of this announcement in connection with the proposed admission of all of its ordinary shares of 0.005 pence each ("Ordinary Shares"), issued and to be issued, to trading on AIM, a market operated by the London Stock Exchange plc ("AIM")("Admission").  Copies of the Admission Document will be available from the Company's website at www.elixirr.com from Admission.

Please see the important notices at the end of this announcement.

 

ELIXIRR INTERNATIONAL PLC

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

Proposed Admission to trading on AIM

and

Successful Placing to Raise £25.0 million

 

Elixirr, an established, global award-winning challenger consultancy, is pleased to announce that it has sought admission of its entire issued and to be issued ordinary share capital to trading on AIM, following a successful and oversubscribed institutional placing of, in aggregate, 11,520,738 new and existing Ordinary Shares to raise £25.0 million (before expenses) (the "Placing").  Application has been made for Admission which is expected to occur at 8.00 a.m. on 9 July 2020 under the TIDM "ELIX".

 

Key highlights

·   The Placing, which is conditional upon, amongst other things, Admission, comprises a placing of 9,216,590 new Ordinary Shares and 2,304,148 existing Ordinary Shares (the "Sale Shares") in each case at 217 pence per Ordinary Share (the "Placing Price") with institutional and other investors.

 

· finnCap Ltd ("finnCap") is acting as Nominated Adviser and sole broker to the Company in relation to the Placing and Admission.

 

· The Placing will raise gross proceeds of £20.0 million for Elixirr which it intends to use predominantly to accelerate its growth via acquisitions and expansion into new markets.  A minority of the Placing proceeds will be used to repay all of the Company's outstanding debt.

 

· As part of the Placing and in response to strong institutional demand for the Ordinary Shares, certain founders of the Company will receive gross proceeds of £5.0 million from the Placing through the sale of the Sale Shares at the Placing Price.

 

· On Admission, the Company will have 45,197,790 Ordinary Shares in issue and a market capitalisation of approximately £98.1 million at the Placing Price.

 

· The Company's ISIN is GB00BLPHTX84 and its SEDOL is BLPHTX8.

 

Background to Elixirr

Elixirr, founded in 2009, offers a wide range of expertise and capabilities, providing strategic advice and implementing innovative solutions to new challenges faced by clients such as technological disruption. Since its inception, the Company has worked across 25 countries spanning Europe, North America, Africa, Asia and Australia, with offices in the UK and a permanent presence (and employees) in the US, Australia and South Africa. Elixirr has successfully grown and diversified its client base by industry and geography and now acts internationally for globally-recognised clients including Absa, Allianz, IWG (formerly Regus), Bank of the West, Delta Dental and LVMH. The majority of the Company's revenue is from repeat business, demonstrating the long-term client relationships that Elixirr builds. The Company has attracted new clients every year since forming, and having advised over 150 clients to date, it continued to work with more than half of these firms in 2019.

Since 2012, Elixirr has driven a CAGR for its revenues of approximately 32 per cent. to FY19, and delivered annualised and normalised EBITDA of £7.4 million for FY19. Between 2012 and 2019 the Company had an average operating cash conversion rate of approximately 100 per cent. The Company intends to implement a progressive dividend policy for shareholders from Admission.

 

Key Strengths

The Directors believe that the success of Elixirr, and their expectations for continued momentum, are founded on the following key strengths:

· Highly diversified client base: spanning multiple industries and geographies, having worked with over 150 clients since inception and completed over 900 projects in this time;

· High levels of revenue generation: Elixirr has generated an aggregate of over £100 million of revenue since 2012;

·   Differentiated approach: Elixirr is challenging the larger management consultancies in delivering innovative and bespoke solutions, and its award-winning credentials recognise the Company as a market leader;

·   International reach: Elixirr has a global reach across Europe, Africa, North America, Asia and Australia, with revenues diversified across all regions;

· Successful M&A track record: Although Elixirr has predominantly grown through organic means, the Company completed the acquisition of Den Creative in 2017, accelerating the Group's growth and broadening Elixirr's capabilities and client offering;

· Long term approach to client relationships: Elixirr focuses on building long-term, trusted relationships with clients by consistently delivering innovative, impactful solutions with the aim of solving clients' business challenges. It has established a 'client lifecycle' approach which has driven longer-term client engagements and high levels of repeat work to date;

· Globally recognised client base: Elixirr works with brands such as Allianz, BBC, Barclays, Harrods, IWG (formerly Regus), Bank of the West, Delta Dental and LVMH;

· Strong Partner team: Elixirr has a young and ambitious Partner team, with an average tenure of six years - a group hungry for growth with a strong track record of commitment to the Company;

· Future looking: Elixirr has cultivated a Global Innovation Network consisting of over 1,000 start-ups, the world's top VCs and incubators across five continents; enabling it to be at the cutting edge of new ideas and business practices; and

· Strong financial foundation: Elixirr has strong historical financial growth with approximately 32 per cent. revenue CAGR from FY12 to FY19, increasing EBITDA margins and average operating cash conversion of approximately 100 per cent. between FY16 and FY19.

 

Stephen Newton, Chief Executive of Elixirr International plc commented:

"Elixirr was founded in 2009 with a vision to become a world-leading consultancy. Our team of entrepreneurs has now grown to over 100 employees across the world with our value enhancing services recognised by the highest industry awards. We are delighted to announce our intention to float on AIM, which will give us the platform to accelerate our ambitious growth plans and furthers the ownership mentality within our talented team - of building a business, not just working for one.

"We have been greatly encouraged by the support shown by institutional investors, who have recognised what has been built at Elixirr over the past decade and the future potential of our business. Admission to AIM will further support our reputation as the challenger consultancy and provide the capital to accelerate our acquisition strategies and growth into new global markets.

"Everyone within the business is looking forward to beginning our life as a public company which will see all Elixirr employees have options to become shareholders to further align the business for continued success."

 

 For further Information please contact:

 

Elixirr International plc

Stephen Newton, CEO

Graham Busby, CFO

 

 

 

Public and Investor Relations contacts:

Caroline Pitt

Jazz Berry

 

finnCap Ltd (Nominated Adviser & Sole Broker)

Christopher Raggett, Simon Hicks, Kate Bannatyne (Corporate Finance)

Andrew Burdis, Sunila De Silva (ECM)

 

 

investor-relations@elixirr.com

 

 

+44 (0)20 7220 0500

 

 

About Elixirr International plc

Elixirr is an established global award-winning management consultancy, challenging the larger consultancies by delivering innovative and bespoke solutions to a repeat, globally-recognised client base.

Elixirr was founded in 2009, by Stephen Newton, Graham Busby, Ian Ferguson, Andy Curtis and Mark Goodyear, experienced business advisors who identified a market opportunity to provide bespoke, personal services as a 'challenger' to the traditional consultancy businesses in the market. Elixirr guides its clients to overcome challenges such as: future-proofing against technological disruption; development and roll-out of new propositions, products and services; incubating new businesses; navigating a more complex and multinational regulatory environment; and project management and implementation of major change programmes.

Since forming, Elixirr has worked with over 150 clients in 25 countries across Europe, North America, Africa, Asia and Australia, with offices in the UK and permanent presence (and employees) in the US and South Africa. In this period, the Company has successfully grown and diversified its client base by industry and geography, with a focus on forging long-term relationships with its clients - evidenced by the majority of Elixirr's revenue being generated from repeat business.

In 2019, an independent survey of clients commissioned by the Company found that they rated Elixirr 32 per cent. higher than its competitors for 'Overall Performance'. Most clients surveyed compared Elixirr to McKinsey & Company, Bain & Company and Boston Consulting Group (collectively "MBB").

Elixirr has grown from its five founders in 2009, to a firm which now comprises 16 Partners and in excess of 100 other staff, working across 16 industries and in over 25 countries.

 

High Quality Board

Gavin Patterson, Independent Non-Executive Chairman

Gavin joined Elixirr as Non-Executive Chairman in 2019 following his role as Chief Executive of BT Group from 2013-2019. Gavin is currently President and CEO International of Salesforce and is and has previously been Non-Executive Director of a number of companies including British Airways, Delta Fiber, Fractal Analytics and So Purple Group. During his tenure as Chief Executive of BT Group, Gavin oversaw the expansion into content through sport, mobile and convergence with the acquisition of EE and accelerated the roll-out and take-up of superfast and ultrafast fibre. Gavin has had an extensive career across the media, advertising and consumer goods industries, and in addition to Salesforce and BT Group has worked in an executive capacity for Virgin Media and Procter & Gamble. Gavin was previously Trustee of the British Museum and President of the Advertising Association, on the President's Committee of the Confederation of British Industry and on the International Business Council Board of the World Economic Forum.

 

Stephen Newton, Chief Executive Officer

Stephen is Chief Executive Officer and Co-Founder of the Company and has over 25 years' experience in transformational change and strategy. Prior to co-founding Elixirr, Stephen worked in the consulting industry for 15 years specialising in transformational change, strategy and sourcing, having been a Managing Partner at Accenture immediately prior to Elixirr and also was previously a Financial Services Partner at IBM. Stephen is a chartered accountant having qualified at KPMG. Over his career, Stephen has advised boards of some of the world's leading companies across multiple industries and in 2019 was listed as a Global Leader in Consulting, recognised for 'Excellence in Influence' by Consulting magazine.

 

Graham Busby, Chief Financial Officer

Graham is Chief Financial Officer and Co-Founder of the Company, having previously worked for Accenture. Graham was previously Marketing and Sales Director for the Company, focusing on the Company's growth in the period and continues this focus in his role as Chief Financial Officer, to which he was appointed in 2019. Prior to Elixirr, he was a member of the Global Mega-Deal Team at Accenture which was an 8-person team responsible for shaping and selling multi-functional transformational deals worth over $500m to clients in all industries and geographies.

 

Ian Ferguson, Executive Director and General Counsel

Ian is General Counsel and Co-Founder of the Company and has over 35 years' experience in advising on commercial transactions across numerous sectors and geographies. Ian has previously been a partner at Olswang Asia, partner at Pillsbury Winthrop Shaw Pittman and partner at Allen & Overy where he was Global Head of the communications media technology group and co-head of the international outsourcing practice.

 

Simon Retter, Independent Non-Executive Director

Simon joined Elixirr in December 2019 as a consultant and will join the Board immediately prior to Admission as Independent Non-Executive Director. He has many years of experience working with public companies, particularly AIM-quoted companies. Simon started his career at Deloitte where he qualified as a chartered accountant. Since then, Simon has acted as Finance Director for a number of small cap companies, assisting in several admissions to AIM. Simon has had a range of Chief Financial Officer and Non-Executive Director roles including at Hard Rock Café, Horizonte Minerals and Paragon Diamonds Ltd.

 

Charlotte Stranner, Independent Non-Executive Director

Charlotte became a consultant to the Company in April 2020 and will join the Board immediately prior to Admission as Independent Non-Executive Director. Before joining Elixirr Charlotte was a Partner at previously AIM-quoted MXC Capital, a technology, media and telecoms investor and adviser. During her time at MXC Capital she was Interim Chief Financial Officer at AIM-quoted IDE Group which is an investee company of MXC Capital. Her role at IDE Group included arranging emergency funding in May 2019 at which point she became interim Chief Financial Officer to assist in the restructuring of the group. Prior to MXC Capital, Charlotte was a Corporate Finance Director at finnCap Ltd. She is a chartered accountant, having qualified at Moore Stephens.

 

Important notices

Capitalised terms used in the Admission Document have the same meanings in this announcement.

Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, in, into or from the United States of America (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or the "US")), Canada, Australia, the Republic of South Africa, the Republic of Ireland, Japan or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction (each a "Restricted Jurisdiction").  Any failure to comply with this restriction may constitute a violation of United States, Canadian, South African, Irish or Japanese securities laws.

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or other securities in any Restricted Jurisdiction.  The Placing and the distribution of this announcement and other information in connection with the Placing and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restrictions.  Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.  Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

In connection with the Placing, finnCap and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise.  Accordingly, references in the Admission Document to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by finnCap and any of its affiliates acting as investors for their own accounts.  In addition, finnCap or its affiliates may enter into financing arrangements and swaps in connection with which it or its affiliates may from time to time acquire, hold or dispose of Ordinary Shares.  finnCap has no intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

finnCap which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting exclusively for the Company and no one else in connection with the Placing and Admission, and finnCap will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing and Admission or any other matters referred to in this announcement.

Neither finnCap, nor any of its subsidiary undertakings, affiliates or any of its directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions contained in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith and any liability therefore is expressly disclaimed.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements".  These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology.  These forward-looking statements include matters that are not historical facts.  They appear in a number of places throughout this announcement and include statements regarding the directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.  Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.  Forward-looking statements may and often do differ materially from actual results.  Any forward-looking statements in this announcement are based on certain factors and assumptions, including the directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity.  Whilst the directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect.  Save as required by applicable law or regulation, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the directors' expectations or to reflect events or circumstances after the date of this announcement.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.


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 or visit www.rns.com.
 
END
 
 
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Data provided by FE fundinfo. Care has been taken to ensure that the information is correct, but FE fundinfo neither warrants, represents nor guarantees the contents of information, nor does it accept any responsibility for errors, inaccuracies, omissions or any inconsistencies herein. Past performance does not predict future performance, it should not be the main or sole reason for making an investment decision. The value of investments and any income from them can fall as well as rise.

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