LONDON, UK: Cornerstone FS plc (AIM: CSFS) has entered into an agreement to acquire the entire issued and to be issued share capital of Pangea FX Limited, a specialist FX and treasury consultancy.

The total consideration payable for the acquisition is up to £200,000 (dependent upon future performance), which is to be satisfied by cash and loan notes.

Cornerstone FS plc is the cloud-based provider of international payment, currency risk management and electronic account services to SMEs.

Rationale for the Acquisition

Pangea FX is a specialist FX and treasury consultancy with a strategic focus on helping its clients control the impact currency volatility has on their business, primarily through providing a bespoke service to corporate clients in the UK. Pangea FX was founded in 2017 by Joe Jones and Stuart Plummer who each have over eight-years’ experience in foreign exchange, particularly in customer acquisition and sales positions.

Prior to establishing Pangea FX, Joe and Stuart worked at Vorto Trading Ltd, which is Cornerstone’s largest white label partner, alongside Robert O’Brien, who is now the Group’s Chief Operating Officer and General Manager APAC and Middle East.

The Board of Cornerstone believes that the Acquisition will accelerate the Group’s growth through the addition of two senior sales executives – namely, Joe and Stuart – who will be responsible for leading the Group’s sales function. Joe will be based in the Group’s London headquarters and Stuart will be located in Dubai, where the Group opened an office in September 2021.

The Group will also benefit from the migration of Pangea FX’s existing client base to the Cornerstone platform as well as certain operational synergies such as from closing the Pangea FX office and relocating the employees to the Group’s main office.

As part of their future remuneration, Joe and Stuart will each be granted 550,000 options in the Company’s share option scheme.  These options vest, assuming the relevant performance criteria are met, after two years at a price of 10 pence per share.

Terms of the Acquisition

The consideration for the Acquisition consists of £25,000 in cash on completion and up to £175,000 in loan notes (the “Loan Notes”) with the precise value being dependent on the acquired business’ performance over a two-year period. The Loan Notes, which have a term of two years, bear interest at a rate of 6% that will be paid quarterly in arrears.

Cornerstone may, at its sole discretion, redeem the Loan Notes before the end of the two-year period. In the year ended 31 March 2021, Pangea had revenue of £169,404, made a profit before tax of £58,325 and had net assets of £20,011; these numbers are all unaudited as Pangea is entitled to exemption from audit under Section 477 of the Companies Act 2006 due to its size.

Gareth Edwards, Chairman of Cornerstone, said: “We are pleased to have completed this acquisition and welcome the Pangea FX team to Cornerstone. Joe and Stuart have done an excellent job of building the Pangea FX business and we look forward to benefitting from their skills and experience, both in the UK and in Dubai. As we stated at the time of our fundraising, our intention was to invest in our sales team to drive growth and we believe this is the optimum means of achieving that as we also gain a book of business in the short term, which we expect to be significantly expanded going forward. With Joe and Stuart having worked with our team members in the past, we are confident that they will be strong additions to Cornerstone and we look forward to updating the market on their success.”