OnTheMarket plc, (LON:OTMP) the majority agent-owned company which operates the OnTheMarket.com property portal, is pleased to announce that it has exercised its call option to acquire the 80% of Glanty Ltd that it does not currently own.
The acquisition is expected to allow the Company:
· to integrate Glanty’s products and services into the OnTheMarket platform;
· develop its product offering to benefit and drive engagement with estate agents, housebuilders and consumers; and
· feature “best in class” products and platforms across the entire property marketplace.
About Glanty
Glanty is a property technology (“prop-tech”) business which specialises in providing solutions to the UK residential estate and lettings sectors.
It is the owner and developer of software products and services designed to reduce overheads, maximise efficiencies and increase revenues for estate and lettings agents. At the time of OnTheMarket’s investment in December 2019, Glanty’s primary product was “teclet”, an automated portal for the lettings industry which manages the lettings process end-to-end, from the creation of a tenancy through to its management to renewal. In the period since that investment, revenue from sales of “teclet” has increased as its customer base has continued to grow and further new products offering similar efficiency savings for the estate agency sector have been developed. This includes a range of API partnerships which are expected to accelerate OnTheMarket’s digital commerce strategies, offering agents the opportunity to earn income by directly presenting buyers, sellers, tenants and landlords products and services that they can purchase at appropriate points in their property journey.
Glanty’s revenues grew by 76% in the year to 31 December 2020 to £876k (2019: £497k). It made a loss after tax of £172k (2019: £802k) and had assets (excluding cash) of £2.7m at 31 December 2020. Net assets at that date were £785k. OnTheMarket expects Glanty may require some limited investment in the immediate short term, as it seeks to further develop its products and services.
Completion arrangements
Upon completion of the call option, OnTheMarket will enter into a share purchase agreement pursuant to which it will acquire the remaining shares in Glanty for an initial consideration of approximately £1.5 million (on a cash and debt free basis, subject to adjustment, and payable in cash or shares at OnTheMarket’s option, currently expected to be in shares) plus a revenue and EBITDA1 based earnout arrangement. OnTheMarket will also be required to repay shareholder loans of approximately £1.4 million on completion. The earnout arrangement could result in maximum deferred consideration of up to £12 million (payable in cash or shares at OnTheMarket’s discretion) and shall be payable if certain revenue and EBITDA targets are met by Glanty.
The earnout targets are based on Glanty’s recurring revenues and EBITDA in the third year post completion, the mechanism for determining which is detailed in the share purchase agreement. The earnout will be payable if third year revenues exceed £2m and third year EBITDA exceeds £0.5m. Below those levels, no earnout is paid. If payable, the earnout payable will be 1 times third year revenues plus 1.5 times third year EBITDA, capped at an aggregate payment of £12m. Payment of any earnout will be made following the third anniversary of completion of the call option and allows time for drawing up and agreeing the relevant accounts on which the earnout is calculated.
In the event that the approximately £1.5m consideration payable on completion of the call option is to be satisfied by the issue by OnTheMarket of consideration shares, the majority of shares issued in respect of the £1.5m consideration payment will be subject to lock-in arrangements which restrict their sale save in limited circumstances for either 3 or 4 years post completion of the call option (4 years for certain sellers actively involved in the business). There is then an orderly market arrangement in place in each case for a further 12 months thereafter.
Completion of the call option is subject, inter alia, to the satisfaction of certain conditions and is scheduled for 28 May 2021.
Jason Tebb, Chief Executive Officer of OnTheMarket, commented:
“Since I joined the Group in December 2020, the team and I have built an ambitious roadmap of product and service innovations for the next 12 months. This is focused on a holistic approach to deliver rich engagement and functionality for users and provide them with more reasons to return to us regularly.”
“As part of our strategy, we’ll be integrating Glanty’s products into our offering, to create even better value for residential sales agents, lettings agents and housebuilders. By building tools that will assist them in gaining a competitive edge we will support increased efficiencies within their businesses, providing them with best-in-class software.”
“I very much look forward to working with the Glanty management team, who bring a wealth of experience and will add further industry and technology expertise to OnTheMarket. Exercising this option with Glanty provides us with the building blocks to accelerate our development roadmap and roll-out new functionality, supporting our vision for further growth and innovation for the business.”
Notes
1) EBITDA is defined as operating profit before finance costs, taxation, depreciation, amortisation, and non-recurring items. The bases of calculation of Glanty’s revenues and EBITDA for the purposes of determining any earnout payment are set out in the SPA and allow for adjustments in certain circumstances.
