Gateley, the legal and professional services group, is pleased to announce the acquisition of Adamson Jones Holdings Limited (“Adamson Jones”) for a total consideration of £2.5 million (the “Acquisition”). Adamson Jones provides intellectual property (IP) services encompassing patent, design and trade mark protection advice in the UK, Europe and around the world.
Adamson Jones is the eleventh business Gateley has acquired since its IPO in June 2015 and is the Group’s first Business Services Platform acquisition.
Business Services is one of Gateley’s four Platforms, the others being Corporate, People, and Property. These are market-facing structures on which the Group clusters complementary legal, and consultancy services. The Business Services Platform supports clients in dealing with their commercial agreements, managing risk, protecting assets, and resolving disputes. It also includes the Group’s multi-jurisdictional forensics and business intelligence services, through Gateley Omega. Adamson Jones complements the Group’s existing legal services in IP and technology, brand and reputation management, media, and privacy.
Background to Adamson Jones
Adamson Jones was founded in 2000 and is a firm of Patent and Trade Mark Attorneys with a broad range of technical expertise including biotechnology, engineering, pharmaceuticals and software. The business acts for clients from large multinational and national organisations, to universities and SMEs.
The Adamson Jones team has 25 staff headed by Directors Simon Cooper and Nicholas Ferrar and the business has offices in Nottingham, Leicester and London. Both Directors will continue to work as part of the management team post acquisition.
In the year ending 31 March 2021, Adamson Jones generated revenue of c. £3.6 million.
Terms of the Acquisition
Under the terms of the Acquisition agreement, Gateley will pay consideration of £2.5 million (the “Consideration”). The Consideration, which will be paid in full on completion, will be satisfied as to 50% in cash and as to 50% by the allotment and issue of ordinary shares of £0.10 each of the Group (“Consideration Shares”).
The cash consideration is being funded out of the Group's existing resources. The Board expects the Acquisition to generate operational synergies and be immediately earnings enhancing.
Issue of the Consideration Shares
Further to the Acquisition, 543,668 Consideration Shares are to be issued. Application will be made to the London Stock Exchange for the 543,668 Consideration Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will take place at 8.00am on 13 January.
The Consideration Shares will rank pari passu in all respects with the existing ordinary shares of £0.10 each of Gateley (“Ordinary Shares”), including the right to receive all dividends declared, made or paid after completion.
Following Admission, Gateley's total issued share capital will comprise 119,276,639 Ordinary Shares. This number may be used by shareholders in Gateley as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of Gateley under the FCA's Disclosure Guidance and Transparency Rules.