REG - Netcall PLC - Acquisition of Parble

NetcallAnnouncement

16/09/2024 07:00

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RNS Number : 2196E  Netcall PLC  16 September 2024

16 September 2024

 

NETCALL PLC

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

 

Acquisition of Parble

 

Bringing complementary automation capabilities to Liberty

 

Netcall plc (AIM: NET), a leading provider of intelligent automation and
customer engagement software, is pleased to announce the acquisition of Smart
& Easy NV((1)) (trading as "Parble"), a provider of intelligent document
processing software (the "Acquisition").

 

Highlights:

 ·             The Acquisition enhances Netcall's Liberty portfolio with a complementary
               solution, expanding market opportunity and strengthening the Group's
               competitive positioning.
 ·             Extends Netcall's footprint outside the UK and increases exposure to the
               financial services sector.
 ·             Expected to be immediately earnings enhancing with a compatible cloud
               recurring revenue model.
 ·             Provides two way cross-sell potential across customer workflows.
 ·             The total consideration for the acquisition is up to €8.7 million,
               comprising an initial cash consideration of €4.7 million and an earnout of
               up to €4 million. Additionally, the Acquisition includes the assumption of
               €1.1 million in net debt, which was repaid at completion.

 

About Parble

 

Based in Brussels, Belgium, Parble (www.parble.com (http://www.parble.com) )
provides a cloud-native, GenAI-powered document processing solution that
automates data extraction and classification of structured, semi-structured
and unstructured data from a variety of document formats. This technology
helps businesses digitise their processes, such as claims handling, and make
insight-driven decisions, particularly valuable for organisations handling
high volumes of complex documentation, where efficiency, compliance and
accuracy are paramount. Parble has processed over 58 million documents to
date, achieving time savings of approximately 97% for its customers. Parble
has an established footprint in the insurance and banking sector, with
customers including Generali, Baloise and Vanbreda Risk & Benefits. The
Group's three founders and six employees will remain with Netcall and continue
to be based in Belgium.

 

For the financial year ended 31 December 2023, Parble reported a 30% increase
in revenue to €1.48 million (2022: €1.14 million), adjusted EBITDA((2)) of
€0.48 million (2022: adjusted EBITDA loss of €0.06 million), and a profit
before tax of €0.17 million (2022: loss before tax of €0.21 million).
Annual recurring revenue grew 34% to €1.19 million (2022: €0.89 million).
Gross assets as of 31 December 2023 were €1.9 million (2022: €2.0
million). All figures are unaudited.

 

Acquisition Rationale

 

The acquisition of Parble is expected to be immediately earnings enhancing
with regard to adjusted earnings per share, providing Netcall with specialised
intelligent business processing technology that can be rapidly integrated into
the Liberty platform. Parble's easy-to-use and intuitive design enhances the
Liberty offering, providing a more comprehensive, end-to-end solution for
business process automation, from data capture to customer engagement. This
acquisition provides increased competitive differentiation and substantial
two-way cross-selling opportunities with an increased value proposition across
the Group's enlarged customer base. Additionally, it provides strategic
benefits such as geographic expansion into Europe and an increased presence in
the highly regulated insurance sector.

 

Consideration for the Acquisition

 

The total consideration for the Acquisition is up to €8.7 million, plus the
assumption of €1.1m net debt. The initial consideration is €4.7 million,
with €4.1 million payable upon completion and €0.6 million deferred for 12
months. An additional €4.0 million of contingent consideration is payable if
Parble achieves an Annual Recurring Revenue ("ARR") growth target from €1.5
million at the time of Acquisition to €3.3 million within three years of
completion. Payments relating to ARR will be measured annually and paid
equally in cash and Netcall shares, with a 12-month lock-in for Parble's
management shareholders. The net debt assumed comprises loan notes of €1.6
million offset by cash of €0.5 million. The loan notes were repaid in full
immediately on completion. Both the initial consideration and debt repayment
were funded from Netcall's existing cash resources.

 

James Ormondroyd, Chief Executive of Netcall, commented: "Parble is a valuable
addition to the Liberty portfolio, enhancing our digital transformation
capabilities and providing two-way cross-selling opportunities. We are
delighted to welcome the Parble team and benefit from their expertise, and we
look forward to working together to improve our customers' operational
efficiency."

 

((1)) Smart and Easy NV, trading as Parble and Contract.fit, was owned by its
management team, Pol Brouckaert, Bertrand Anckaert and Jens De Pelsmaeker, who
collectively held 82.6% of the company. The remaining 17.4% was owned by
Pamcia NV.

 

((2)) Profit before interest, tax, depreciation and amortisation adjusted to
exclude the effects of share-based payments, acquisition, impairment, profit
or loss on disposals, contingent consideration and non-recurring transaction
costs.

 

 

For further enquiries, please contact:

 Netcall plc                                                  Tel. +44 (0) 330 333 6100
 James Ormondroyd, CEO
 Richard Hughes, CFO
 Henrik Bang, Non-Executive Chair

 Canaccord Genuity Limited (Nominated Adviser and Broker)     Tel. +44 (0) 20 7523 8000
 Simon Bridges / Andrew Potts

 Singer Capital Markets (Joint Broker)                        Tel. +44 (0) 20 7496 3000
 Charles Leigh-Pemberton / Asha Chotai

 Alma Strategic Communications                                Tel. +44 (0) 20 3405 0205
 Caroline Forde / Hilary Buchanan / Emma Thompson

 

About Netcall

Netcall's Liberty software platform with Intelligent Automation and Customer
Engagement solutions helps organisations digitally transform their businesses
faster and more efficiently, empowering them to create a leaner, more
customer-centric organisation.

Netcall's customers span enterprise, healthcare and government sectors. These
include two-thirds of the NHS Acute Health Trusts and leading corporates
including Legal and General, Lloyds Banking Group, Aon and Santander.

For further information, please go to www.netcall.com (http://www.netcall.com)
.

Prior to publication the information communicated in this announcement was
deemed by the Company to constitute inside information for the purposes of
article 7 of the Market Abuse Regulations (EU) No 596/2014 as amended by
regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations No
2019/310 ('MAR'). With the publication of this announcement, this information
is now considered to be in the public domain.

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