Apr 9, 2021

Acquisition of Shopper Media Group Ltd

Next Fifteen Communications Group plc Acquisition of Shopper Media Group Ltd Next Fifteen Communications Group plc (“Next 15” or the “Company”) is pleased to announce the acquisition of the entire issued share capital of data-led business Shopper Media Group Ltd and its subsidiaries, Capture Marketing Ltd, Lobster Agency Ltd and Threefold Agency Ltd (“Shopper Media Group” or “SMG”). Shopper Media Group specialises in commerce marketing activation, connecting retailers and brands with shoppers at the point of purchase both online and in-store. Clients include The Co-op Group, Deliveroo, The Very Group, Pladis and McCain Foods. The business was founded in 2008 by Joel Hopwood and Matthew Lee, who were previously with Dunnhumby and who will continue in their roles following the acquisition. Sam Knights, previously with Proctor and Gamble, will continue to run the business as CEO and SMG will continue to operate as an independent brand within the Next 15 Group. The acquisition will help Next 15 deliver its strategy of using data to help its customers determine the optimum marketing spend. The initial consideration for the acquisition is approximately £15.7 million, of which approximately £11.8 million is to be satisfied in cash with the balance to be satisfied by the issue of 569,181 new ordinary shares in Next 15. A Top-up payment is anticipated to be payable around February 2022 based on the EBITDA performance of SMG for the year ending 30 September 2021. Further deferred consideration is anticipated to be payable around June 2023 and June 2025 based on the EBITDA performance of SMG in the 2-year periods ending 31 January 2023 and 31 January 2025 respectively. The acquisition is expected to be earnings accretive for Next 15 in the current financial year. For the year ended 30 September 2020, SMG reported net revenues of £8.9 million and adjusted profit before tax of £3.5 million. Tim Dyson, CEO of Next 15, commented: “Next 15 believes that the future of marketing is tied to the growth agenda of the organisation. As such we need to offer our customers a collection of products and services that will enable them to drive growth. As the world of retail evolves and looks for new ways to reach customers it needs strategic partners that have the technologies, data science and skills to drive the necessary programmes. Shopper Media Group has developed an innovative set of predictive, data-driven tools that enable customers to optimize their spend to drive the strongest levels of growth. We are very excited to have them as a part of the family and see a range of opportunities for them to collaborate with other parts of the Group.” Sam Knights, CEO of Shopper Media Group, commented: “With the growth of social commerce, on-demand online marketplaces and E-commerce platforms, only accelerated as a result of the impact of Covid, commerce activation is now becoming central to all marketing and brand planning. SMG has been leading the way in connected commerce marketing for the past 12 years, building data-driven tools for brands and retailers to unlock real value at the point of consideration and purchase. We are very excited about all the opportunities that becoming part of the Next 15 family will bring, not least allowing us to further develop our service for our current clients whilst expanding SMG’s successful model globally.” Application will be made to the London Stock Exchange for the new ordinary shares to be admitted to AIM and it is expected that admission will take place on 15 April 2021. The new ordinary shares will rank pari passu with the existing ordinary shares, including the right to receive all dividends declared, made or paid hereafter. Following the issue and allotment of the new ordinary shares, the Company will have 91,769,543 ordinary shares in issue. No ordinary shares are held in treasury.

Enquiries: Next Fifteen Communications Group plc Tim Dyson, CEO +1 415 350 2801 Peter Harris, CFO +44 (0)20 7908 6444

Numis Mark Lander, Hugo Rubinstein +44 (0)20 7260 1000

Berenberg Ben Wright, Mark Whitmore, Arnav Kapoor +44 (0)20 3207 7800

All news