PPHC acquires cross-party public affairs advisory firm, Pagefield

LONDON: Public Policy Holding Company (AIM: PPHC), the government relations and public affairs group providing clients with a fully integrated and comprehensive range of services, has acquired Pagefield Communications Limited, a premier London-based strategic communications and cross-party public affairs advisory firm, for an initial consideration of £16.2 million.

Until now, PPHC’s nine operating companies have been solely based in the US, although its c.1,200 clients – including nearly half of the Fortune 100 – are global by nature. Alongside organic growth, as outlined at the time of its IPO in December 2021 and reiterated since, PPHC has been targeting acquisitions within the key political capitals of London and Brussels, as well as more US states, in order to broaden its geographic reach and policy expertise.

Since IPO, PPHC has acquired three businesses in the US, with Pagefield becoming its first international acquisition and the 10th brand to sit under the Group’s broad umbrella, which encourages the cross-selling of services between operating companies to augment organic growth.

Founded in 2010 by Mark Gallagher, Oliver Foster and Sara Price and based in London, England, Pagefield is led by Foster, CEO, and has 36 full-time employees. Mr. Foster will continue as CEO, and Mr. Gallagher and Ms. Price will remain with the business as senior advisers. Pagefield’s clients include corporations and organisations campaigning on issues of local, national and global importance.

As a wholly-owned subsidiary of PPHC, Pagefield Communications will retain its distinct brand identity and its long-standing executive, senior management team and employees.

The initial consideration of £16.2 million has been funded 93% (£15.1 million) in cash and 7% (£1.1 million) through the issue of new common shares in PPHC to the shareholders of Pagefield Communications.

The acquisition is accretive to underlying earnings per share.

Pagefield Communications is a leading strategic communications and cross-party public affairs advisory firm in the UK, which is measured as the 6th largest global economy and, along with the EU, is at the forefront of global policy issues including technology regulation, energy transition/green energy and other environmental regulations.

A cross-party consultancy, Pagefield helps clients navigate the UK’s complex legislative and regulatory environment and is known for high-level reputation, issues management and strategic communication campaigns – tapping into the team’s deep familiarity with the UK’s political, business and media landscape.

Practice areas of expertise are Public and Regulatory Affairs, Public Relations, Campaigning and Digital & Social Media. This aligns with the Group’s offerings of Government Relations and Public Affairs.

Pagefield’s clients include some of the world’s premier brands, established listed companies, fast-moving start-ups and challengers, inspiring charities and individuals.

For the year ended 31 December 2023, Pagefield recorded (unaudited) net revenues of £6.0 million, growing at an average rate of 10% for the past three years. Profit before tax amounted to £2.3 million, after application of post-completion compensation policy.

In addition to the initial consideration, a further earnout payment could be made after the end of 2025, capped at £6.3 million, contingent on Pagefield achieving average profit after tax for the two years ended 31 December 2025 above an agreed hurdle. Any payment, would be satisfied through a mix of 65.4% paid in cash and 34.6% through the issue of equity.

Finally, and integral to the transaction, incentive programmes have been agreed for Mr. Foster and the leadership team. These incentive programmes will reward these participants based on the growth in profit after tax for the five years to 31 December 2028. Any payments under such programmes will be payable in 2029 up to a maximum of £7.5 million and will be paid 60% in cash and 40% in equity.

Taking into account these three payments, the maximum aggregate consideration that could be payable would be £30 million. This maximum would only be payable in the event that Pagefield were to achieve significant growth in profit after tax.

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