THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

30 June 2025

  ActiveOps plc

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

ActiveOps acquires Enlighten Group Pty Ltd ("Enlighten")

Acquisition enriches ActiveOps' software offering and strengthens its position in the North American and Asia Pacific markets

ActiveOps plc (AIM: AOM), a leading provider of Decision Intelligence software for service operations is pleased to announce that it has acquired the entire issued share capital of Enlighten, a competitor business to ActiveOps. Enlighten is a software & professional services company in workforce optimisation, predominantly serving the North American and Asia Pacific markets (the "Acquisition").

ActiveOps has agreed to pay a total maximum consideration of up to USD$21.5 million (approximately £15.9 million), payable in cash from ActiveOps' existing cash resources and the operating cash flow generated over the period up to 30 June 2027. 

ActiveOps Board believes that the Acquisition will:

·    Increase ActiveOps' Annual Recurring Revenue ("ARR") by approximately USD$11.0 million (approximately £8.1 million), on a pro forma basis, and is expected to be earnings enhancing, with an anticipated EPS accretion of no less than 15% in its first full year of ownership, being the financial year ending 31 March 2027.

·    Double ActiveOps' North American revenues and provide opportunity for cross-selling of CaseworkiQ and WorkiQ into Enlighten's customer base.

·    Expand ActiveOps' software capabilities in the area of organisational transformation, a target for investment by ActiveOps as it seeks to embed its software more widely across its customer organisations.

·    Allow the combination of Enlighten's and ActiveOps' solutions over time, to create additional opportunities to sell enhanced software capabilities and services to both customer bases.

·    Deliver significant cost synergies, over time, as the operations of the businesses are merged.

·    Bring a talented employee base including the retention of two of Enlighten's co-founders and selling shareholders, Tony Tregurtha and Andrew Johansen, who are assuming sales and customer relationship leadership roles in North America and Australia respectively.

Overview of Enlighten

Founded in 2003, and headquartered in Sydney, Enlighten provides operational excellence solutions, via a range of software and professional services to over 20 enterprise customers, predominantly in North America and Asia Pacific. Enlighten's customers are primarily in the financial services, insurance and healthcare sectors.

In the unaudited last 12 months ended 31 May 2025, Enlighten generated revenues of USD$15.3 million (approximately £11.9 million), an adjusted EBITDA loss of USD$1.0 million (£0.8 million) and had net assets as at 31 May 2025 of USD$3.9 million (approximately £2.9 million). 

In Enlighten's current financial year to 30 June 2025, its management team reduced its services personnel to decrease its business exposure to professional services revenues.

Enlighten's current run rate of SaaS revenues is approximately USD$11.0 million per annum.

Consideration for the Acquisition

The total maximum consideration for the Acquisition is up to USD$21.5 million (approximately £15.9 million). This consists of an initial consideration of USD$8.5 million (approximately £6.3 million), on a cash free, debt free basis. The initial consideration has been paid in cash from ActiveOps' existing cash resources.

Contingent deferred consideration of up to USD$13 million (approximately £9.6 million) will be payable in cash dependent on the financial performance of Enlighten in relation to a mix of SaaS revenues delivered and contract renewals achieved, consistent with the current run rate of the business. The maximum contingent deferred consideration payable is:

·    up to USD$8 million (approximately £5.9 million) for the year ended 30 June 2026

·    up to USD$5 million (approximately £3.7 million) for the year ended 30 June 2027

As at 31 May 2025, ActiveOps had net cash of £21 million.

Richard Jeffery, Executive Chair of ActiveOps, commented, "The acquisition of Enlighten significantly expands our presence in the North American and Asia Pacific markets, brings major enterprise customers into our organisation and accelerates our product roadmap in the area of organisational transformation where the Enlighten team have developed a strong software solution and skillset. We believe the combination of the two businesses will bring considerable additional value to both customer bases and provide for increased shareholder value. We look forward to welcoming the Enlighten team and customers into the ActiveOps organisation and are confident of continued growth and success."

Tony Tregurtha, co-founder of Enlighten, added, "We are delighted to be joining ActiveOps, an organisation very much aligned to our values and ethos. Richard and the team have established a market leading position in our industry, and we are confident ActiveOps will be the right home for our customers, team and offering, enabling the next stage of our journey." 

The person responsible for arranging release of this announcement on behalf of ActiveOps plc is Emma Salthouse, Chief Financial Officer.

For more information, please contact:

About ActiveOps

ActiveOps is a Software as a Service business, dedicated to helping organisations create more value from their service operations. ActiveOps' Decision Intelligence software solutions are specifically designed to support leaders with the vast number of decisions they make daily in running their operations. Our customers make better decisions and consume less time and effort making them. The outcomes are significantly improved, with turnaround times and double-digit improvements in productivity. Customers can leverage the capacity created to invest in transformation and development, and more efficiently utilise resources.

The Company's AI-powered SaaS solutions are underpinned by 15+ years of operational data and the AOM methodology which is proven to enhance cross departmental decision-making.

The Company has approximately 190 employees, serving a global base of enterprise customers from offices in the UK, Ireland, USA, Canada, Australia, India, and South Africa. The Group's customers are predominantly in the banking, insurance, healthcare administration and business process outsourcing (BPO) sectors.