Acquisition of Retearn Group Limited

ELIXIRR INTERNATIONAL PLC

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

Acquisition of Retearn Group Limited

Elixirr International plc (AIM:ELIX), an established, global award-winning challenger consultancy, is pleased to announce the acquisition of the entire issued share capital of procurement and transformation firm, The Retearn Group Limited ("Retearn"), for a maximum total consideration payable of approximately £7.0 million plus an additional cash payment based on working capital at completion (the "Acquisition").

Highlights

Consideration for the Acquisition

The maximum total consideration payable is £7.0 million. This consists of initial cash consideration of £2.15 million, a proposed issue of 543,939 ordinary shares of 0.005 pence each in the capital of the Company ("Ordinary Shares") at a price of 396 pence per Ordinary Share (being the closing mid-market price of an Ordinary Share on 8 April 2021) equating to an additional  £2.15 million, plus potential earn out payments of up to £0.65 million in cash and up to £2.05 million in new Ordinary Shares totalling a maximum of £2.7 million, contingent on Retearn achieving revenue growth and EBITDA margin targets in periods up to 30th June 2024. An additional cash payment will be made based on the working capital of Retearn at completion.

The Ordinary Shares issued pursuant to the Acquisition will be subject to the same restrictions as certain other shareholders of the Company, as described in the Company's IPO admission document. These restrictions consist of a lock-in arrangement until 8 July 2021 and limitations on the Ordinary Shares that each shareholder can sell in each of the following three years.

Reasons for the Acquisition

Retearn is a UK-based procurement, transformation and insights consultancy which supports clients in driving self-funded transformation initiatives by identifying immediate savings and efficiencies in their cost base. The Acquisition enhances Elixirr's capabilities with specialist expertise and enables Elixirr to meet client demand for rapid cost savings to fund investment in strategic initiatives - increasingly crucial in today's disruptive environment. The Acquisition will be immediately earnings enhancing.

In a recent client survey Retearn was rated 51% higher than their competition. It outperformed the competition in 11 of the 13 categories measured, with its main strengths attributed to return on investment, understanding of client needs and delivery against the project plan.

Retearn was co-founded by Mark Wyllie (CEO), Simon Smith (COO) and Lee Cotsford (CFO) who will continue to lead the business following the Acquisition. On Acquisition, key members of Retearn's management team will receive share options which vest based on achieving future revenue targets.

Admission and Total Voting Rights

As referred to above, as part of the consideration for the Acquisition, Elixirr has issued 543,939 new Ordinary Shares. Application has been made to the London Stock Exchange for 543,939 new Ordinary Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective and trading will commence at 8.00 a.m. on 15 April 2021.

After Admission, the total number of Ordinary Shares in issue will be 46,186,481 and the total number of voting rights will therefore be 46,186,481. This figure may be used by shareholders 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 Guidance and Transparency Rules.

Founder & CEO of Elixirr, Stephen Newton said:

"Today I'm delighted to welcome Retearn as the latest addition to Elixirr's House of Brands. The current climate determines an even greater need for business leaders to run efficient operations, whilst the necessity to invest in growth remains paramount. Combining Retearn's expertise in unlocking material savings for businesses with Elixirr's extensive growth and innovation-led capabilities will enable our clients to accelerate investment into their biggest strategic initiatives.

This announcement marks our second acquisition in just over six months as we progress our ambitious growth plans and continue to serve our ultimate goal: to solve our clients' toughest business challenges. 

Founded by three ambitious entrepreneurs who are driven by making real change happen for clients, Retearn echoes Elixirr's ethos entirely. I'm excited to see what the future holds for the House of Brands as we continue to maintain our passion for client success whilst widening the breadth of our service offering."

CEO of Retearn, Mark Wyllie said:

"We were ready for our next phase of growth and Elixirr's unique House of Brands offers the perfect platform for this. We can maintain the brand that's made Retearn what it is today, whilst benefitting from  the value and expertise of the collective Elixirr Companies to create lasting change for our clients. Being part of Elixirr is also a brilliant opportunity for our staff to further develop their skillsets and careers.

We are excited for what the future holds and look forward to the next chapter of our story as part of the House of Brands!"

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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.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the company's obligations under Article 17 of MAR.