SYDNEY, AUSTRALIA: Motio Limited (ASX: MXO) has acquired 100% of UK based Liquid Thinking Limited (owner of the Spawtz Software operated in Australia by Motio under license) which also operates through licensees in South Africa and New Zealand, a bourse filing noted.
Liquid Thinking’s portfolio of customers and technology focusses on delivering end-to-end player registration, competition management and payments for Indoor Sports Centres, Sporting Associations and Leagues across the UK, Australia, South Africa and New Zealand.
Its primary revenue is recurring Software as a Service (SaaS) and emerging revenue through fees from facilitating online and cashless payments.
Liquid Thinking’s software is used extensively across these growing environments encompassing more than 900 venues and interacting with over 750,000 players across the aforementioned markets. The acquisition of Liquid Thinking will provide Motio with continuing opportunity to deepen its capabilities in Australia and broaden its footprint across key markets, specifically the UK and New Zealand.
The acquisition serves as a powerful and significant change in its leadership within indoor sports across Australia offering a suite of options for operators as it continues its driving force as an Audience Experience and Digital Place-Based media company.
Motio has successfully represented the Spawtz software within these environments for a number of years (previously as Adline Media prior to Motio’s acquisition in January 2020) and has a strong working relationship with Liquid Thinking.
Together, the companies have continued to operate and develop a growing payments business within the sports and team environments.
Michael Johnstone, Chief Operating Officer Motio said, “Some might say this acquisition was inevitable given the long-term commercial relationship Motio has with Liquid Thinking and the obvious benefit that the acquisition provides in terms of margin flow through. Furthering our relationship with Liquid Thinking to a management and leadership role together with our existing collaborative strength under one roof, albeit it from the UK, provides a fresh new set of opportunities. We are excited about the growth possibilities that this acquisition presents in Australia and international markets”.
Matthew Davies, Managing Director, Liquid Thinking, said, “We’ve worked together for a long time and since working closely with MJ, Adam, Brett and the team, Australia has become our most successful market. Liquid Thinking is a small team doing great work and I’m really proud of what we have achieved. The next phase is equally exciting for us. The Liquid Thinking team are great at what we do, and Motio have worked so positively with us over the years that it already feels like we’re part of the team, ready to combine our disciplines and continue to transform Spawtz”.
Acquisition Material Terms
Motio has entered into a binding agreement to acquire all the issued capital of Liquid Thinking on the following material terms:
– AUD$375,000 cash (funded through Motio’s existing cash reserves);
– Up to 4,125,000 ordinary shares comprised:
o 3,750,000 shares issued upon completion (escrowed for 12 months from date of completion) at a deemed issue price of $0.10 per share issued pursuant to Motio’s existing ASX Listing Rule 7.1 capacity; and
o 375,000 shares if, in the event the MXO 30-day VWAP is less than or equal to $0.09 per share within 60 days of completion issued pursuant to Motio’s existing ASX Listing Rule 7.1 capacity (escrowed for 12 months from date of completion).
Up to AUD$600,000 in cash or shares at Motio’s option (issued pursuant to Motio’s existing ASX Listing Rule 7.1 capacity) across three tranches.
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