LONDON: EARNZ Holdings Limited, a wholly owned subsidiary of its parent company, has agreed to acquire the entire share capital of A&D for a maximum consideration of £2.8 million, the companies announced.
The deal includes an initial payment of £1.3 million, consisting of £840,000 in cash at closing, £200,000 held in escrow contingent on A&D hitting a £200,000 EBITDA target between June 1, 2025, and December 31, 2025, and £260,000 in newly issued shares subject to shareholder approval.
An additional deferred payment of up to £1.5 million—60% in cash and 40% in shares—is tied to A&D meeting performance benchmarks over three years.
Performance-Linked Payments
The deferred payout is structured in three tranches:
- Year 1 (July 2025–June 2026): Up to £750,000 plus any escrow balance if EBITDA exceeds £446,500.
- Year 2 (July 2026–June 2027): Up to £750,000 plus any remaining escrow if EBITDA surpasses £490,000.
- Year 3 (July 2027–June 2028): A final payout based on EBITDA over £510,000, capped at the escrow balance.
A&D’s directors will also receive performance-based options worth up to £100,000 total (£50,000 each) in Years 1 and 2 for exceeding targets.
The acquisition is debt-free with normalized working capital. A&D’s shareholders agreed to a two-year lock-in period (one year full, one year orderly market) after each share issuance.
A general meeting will be held to approve the share issuance for the initial consideration.