Completion of Glanty Acquisition & Issue of Shares
28 May 2021
("OnTheMarket", the "Group" or the "Company")
Completion of Glanty Acquisition, Issue of Consideration Shares
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 £1,533,477 (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 £156,000. OnTheMarket also paid £1,355,317 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 £12m 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 £150k).
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.
For further information, please contact:
Jason Tebb, Chief Executive Officer
Clive Beattie, Chief Financial Officer
0207 353 4200
James Macey White
0207 353 4200
Zeus Capital (Nominated Adviser/Joint Broker)
Jamie Peel, Martin Green, Daniel Harris
John Goold, Benjamin Robertson (Broking)
Shore Capital (Joint Broker)
Daniel Bush, John More (Corporate Finance)
Fiona Conroy (Corporate Broking)
0203 823 5000
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.