IQGeo Group has acquired COMSOF N.V. for €13 million

LONDON, UK: The board of directors of IQGeo Group plc, a provider of geospatial collaboration and productivity software to the telecommunications and utilities industries, has acquired COMSOF N.V. for a total consideration of up to €13 million.

The Board is also pleased to announce the intention to raise approximately £3.5 million, before expenses, by way of a placing of ordinary shares of two pence each in the company.

The net proceeds of the fundraising will be used in part to fund the acquisition and related transaction expenses, as well as provide further working capital for the Group going forward.

The Placing is being conducted through an accelerated bookbuild to be undertaken by finnCap Ltd.

Acquisition Highlights

• Acquisition of COMSOF, a Belgian geospatial software company that builds and licenses market-leading fibre optic network planning and design software for a total consideration of up to €13 million.

• Enterprise value of the business is c.€10.0 million as the business had c €3.0 million of cash on the balance sheet as at closing.

• The consideration comprised of initial consideration of €10 million consisting of €8.85 million in cash and €1.15 million in new Ordinary Shares (“Consideration Shares”) on completion of the Acquisition, with the remainder as earn-out consideration and to be settled in cash (as further explained below); the Acquisition brings complementary technology in the form of market-leading fibre optic planning and design software that expands IQGeo’s addressable market. COMSOF has a substantial customer base in the European telecommunications market and will create a continental European operations hub for the Company from its main office in Ghent, Belgium.

• Application has been made to the London Stock Exchange plc (the “London Stock Exchange”) for the Consideration Shares to be issued pursuant to the Acquisition to be admitted to trading on AIM. It is expected that such admission will become effective and that dealings on AIM will commence in the Consideration Shares on or around 8.00 a.m. on 16 August 2022.

• Following such admission of the Consideration Shares, the Company’s issued share capital will consist of 58,553,619 Ordinary Shares with one voting right each. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company will be 58,553,619. With effect from admission of the Consideration Shares to trading on AIM, this 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 Guidance and Transparency Rules.

• The Acquisition is expected to accelerate Company sales in fibre optic design planning and design tools in high value markets where nation-wide fibre optic networks are being rolled out in such as North America, UK and Germany among others. Additionally, the Acquisition adds a global customer base of c.100 active customers providing IQGeo a materially enlarged and loyal user base with potential to increase cross-selling of IQGeo software products.

• The Acquisition expands IQGeo’s product capabilities seamlessly. Fibre optic planning and design requires specialised high-volume capabilities which to date IQGeo has provided via a third-party licensing model. With the acquisition of COMSOF, IQGeo will be able to provide a market leading planning and design software natively within its award-winning IQGeo product.

• For the 12 months ending 30 April 2022, COMSOF achieved total revenue of €7.0 million including recurring revenue of approximately 25 per cent. of total revenue for the period and adjusted EBITDA of approximately €1.3 million.

• Given that COMSOF has a predominantly license-based revenue model, the Acquisition presents an opportunity to convert COMSOF’s business to a higher level of recurring revenues which will be more in-line with IQGeo’s current business. Additionally, the Company believes there is strong potential to expand the sales of the COMSOF product globally thanks to market-leading planning and design capabilities and strong brand recognition. This strategy is expected to be underpinned by further investments in sales, marketing and channel capabilities.

• The Board believes the financial benefits of the Acquisition will be realised by the Company immediately and the Acquisition is expected to be earnings enhancing in its first full year of ownership.

Richard Petti, CEO of IQGeo, said, “There is very significant demand for fibre planning and design solutions globally and the acquisition of COMSOF allows us to satisfy this demand with a world class product. In addition to accelerating IQGeo telecoms software sales, COMSOF has a significant European customer base and its headquarters in Ghent will act as a European hub for the combined business presenting further expansion opportunities for IQGeo.

The COMSOF team brings increased depth to our product and our organisation that further strengthens our position as a market-leading system of record with the functional depth and cloud-based scalability to significantly increase our market share in both our Enterprise and SMB markets.

With the complementary technology and enlarged customer base, the COMSOF acquisition will strengthen our competitive differentiation and increase our market share and, following a short period of transition, will increase our recurring revenue base. We look forward to welcoming COMSOF to the IQGeo Group.”

www.iqgeo.com