Gloo Networks PLC Director Declaration (6164B)

TIDMGLOO

RNS Number : 6164B

Gloo Networks PLC

20 June 2016

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM) CANADA, AUSTALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Gloo Networks plc

("Gloo Networks" or "the Company")

Gloo Appoints William "Bill" Davis as Chief Financial Officer and Member of its Board of Directors

London, 20 June, 2016 - Gloo Networks plc, a digital transformation company that aims to acquire and develop trusted media brands, is pleased to announce the appointment of Bill Davis as Chief Financial Officer, which will take effect on 1 July 2016.

Mr Davis brings over 20 years' experience in corporate finance leadership positions in technology companies. From May 2012 to June 2016, he served as Chief Financial Officer of Blackboard Inc., the global leader in enterprise technology and innovative solutions for education and learning. There he oversaw a number of functions including the company's finance, information technology and corporate development operations. Prior to joining Blackboard Inc. Mr Davis was Chief Financial Officer of Allscripts Healthcare Solutions (NASDAQ: MDRX) for nearly a decade, where he participated in the transformation of the business, growing revenue at a compound annual growth rate of approximately 25 per cent. and successfully executing $2.4 billion in M&A transactions. Mr Davis was also previously Chief Financial Officer at Lante Corporation and started his career at PricewaterhouseCoopers LLP.

In his role as Chief Financial Officer, Mr Davis will be responsible for managing the Company's financial operations and investor relations, and alongside the other members of the executive management team, guiding the strategic direction of Gloo Networks.

"Bill's proven operational track record will be of immediate value to Gloo Networks and he is a strong addition to our team," said Rebecca Miskin, Gloo Networks' Chief Executive Officer. "His extensive experience within software and digital businesses, and his understanding of our vision coupled with his global perspective will be of great benefit as we continue to implement and execute our strategy."

"I am delighted to be joining Gloo Networks and its leadership team at this exciting stage in the Company's development," said Mr Davis. "Gloo Networks is a company with excellent capabilities, a talented team and clear vision. In collaboration with my new colleagues, I look forward to helping Gloo Networks capitalise on key opportunities and drive the strategy forward, with a clear focus on creating value for our shareholders."

Enquiries:

Liberum Capital Limited (Nominated Adviser and Joint Broker)

Tel: [phone]

Neil Elliot

Chris Clarke

Jonathan Wilkes-Green

Numis Securities Limited (Joint Broker)

Tel: [phone]

Lorna Tilbian

Nick Westlake

Teneo (PR adviser)

Tel: [phone]

James Knowles

Chloe Maier

Notes to Editors

William ("Bill") Davis

Prior to joining Gloo Networks, William Davis was the Chief Financial Officer at Blackboard Inc., where he was responsible for the company's financial operations, information technology, corporate development and its central business operations group that oversaw Blackboard's new and renewal sales operations.

Between 2012 and 2016, Bill led Blackboard's optimisation efforts, and successfully developed and implemented Blackboard's M&A strategy, leading to the acquisition of several businesses; including several transactions that were cross-border.

Before joining Blackboard in May 2012, Bill was the Chief Financial Officer for nearly 10 years at Allscripts Healthcare Solutions, where he oversaw revenue growth from $80 million in 2002 to c.$1.4 billion in 2012, with revenues increasing at a compounded annual growth rate of approximately 25 per cent.

While at Allscripts, Bill helped lead several strategic transactions, including Allscripts' $270 million acquisition of A4 Health Systems in 2006, the $90 million acquisition of Extended Care Information Networks in 2007, and the $880 million merger with Misys Healthcare in 2008. In 2010, Bill helped lead Allscripts's $1.2 billion merger with Eclipsys Corporation.

Prior to Allscripts, Bill was the Chief Financial Officer of Lante Corporation, a technology consulting firm, where he helped lead the company's IPO in 2000 and subsequent sale in 2002.

Bill began his career at PriceWaterhouseCoopers and holds a Bachelor of Science in Accounting from the University of Cincinnati and a master's degree from Northwestern University. He is also a Certified Public Accountant.

About Gloo Networks Plc

Gloo Networks was admitted to AIM in August 2015, following a successful GBP30 million placing with a range of financial institutions including Marwyn, Invesco, Standard Life, Ruffer and City Financial.

Gloo Networks intends to acquire and operate trusted consumer brands in the media sector, initially with an enterprise value in the range of GBP250 million to GBP1 billion. The Company is led by digital transformation experts Rebecca Miskin (Chief Executive Officer), formerly Digital Strategy Director and Change Agent at Hearst Magazines UK, and Juan Lopez-Valcarcel (Chief Product and Operations Officer), who was previously Chief Digital Officer for Pearson International. Arnaud de Puyfontaine, Chief Executive of Vivendi, the French media group, joined Gloo Networks as its Chairman in December 2015.

Gloo Networks is seeking to benefit from the changing relationship between consumer brands, media owners and the advertising industry; this relationship continues to experience structural change, driven by the evolving prevalence of internet usage and the increasing adoption of data analytics, allowing businesses to better understand and serve consumers. The convergence of the internet and media sectors has created multiple investment opportunities with numerous companies or businesses identified within Gloo Networks' target universe.

Gloo Networks intends to acquire businesses that appeal to attractive socio-economic groups, and through the use of data and technology, transform these businesses to fully realise their digital potential, thereby unlocking value and increasing profitability.

Further regulatory disclosures

Directorships

Other than as disclosed below, there are no further disclosures to be made in accordance with paragraph (g) of Schedule Two of the AIM Rules for Companies:

   --     William Joseph Davis (48) is currently a director or partner of: 

o The Jack & Jill Late Stage Cancer Foundation

-- William Davis is currently a director or partner of the following entities of which it is his intention to resign his appointment on or before 1 July 2016:

o Bb Acquisition Corp

o Blackboard (Australia) Pty. Ltd.

o Blackboard Canada Inc.

o Blackboard Collaborate Inc.

o Blackboard Collaborate UK Limited

o Blackboard Connect Inc.

o Blackboard FZE

o Blackboard Germany GmbH

o Blackboard International BV

o Blackboard Japan K.K.

o Blackboard Korea Co. Ltd

o Blackboard Netherlands Cooperatie U.A.

o Blackboard Student Services Inc.

o Blackboard (UK) Limited

o CerBibo Holding Co. Ltd

o Edline Holdings, Inc.

o Edline Midco, Inc.

o Moodlerooms, Inc.

o MyEdu Corporation

o Netspot Pty Ltd

o Parlant Technology, Inc.

o Remote-Learner UK Limited

o Requestec Saypage Limited

o Schoolwires, Inc.

o Schoolwires Technology (Beijing) Co. Ltd

o TeacherWeb, Inc.

o Txttools Limited

o 8901317 Canada Inc.

-- During the previous five years, William Davis has served as (but is no longer appointed as) a director or partner of:

o Catamaran Corporation (NASDAQ: CTRX) from February 2007 to July 2015 when it was sold to United Healthcare Group (NYSE: UNH)

o Allscripts Canada Corporation from January 2011 to May 2012

o Allscripts Healthcare IT (UK) Pty. Ltd. from January 2011 to May 2012

o Allscripts Healthcare IT (Australia) Pty. Ltd. from January 2011 to May 2012

o Allscripts Malaysia SDN. BHD. From April 2011 to May 2012

o Allscripts Healthcare IT (Singapore) Pte. Ltd. from January 2011 to May 2012

o Allscripts (Mauritius) Ltd. from June 2011 to May 2012

o Allscripts (India) Private Limited from January 2011 to May 2012

Dealings

William Davis has subscribed for 20 A ordinary shares ("A Shares") in Gloo's wholly owned subsidiary Gloo Networks Jersey Limited for an aggregate amount of GBP20.

In certain circumstances the A Shares are exchangeable for ordinary shares in the Company. Further information regarding the A Shares is contained in the Company's admission document dated 11 August 2015 which is available on the Company's website. The subscription does not increase the aggregate amount that may become payable by the Company in respect of all of the A Shares and reallocates such aggregate amount (if payable) between the holders of such A Shares. The scheme provides its participants with a reward based on the creation of value for shareholders, provided that a preferential return of 10% per annum to shareholders has been achieved. The maximum aggregate value to the participants under the scheme is 15% of the shareholder value created.

Following this subscription, Rebecca Miskin, Juan Lopez-Valcarcel, Puyfamily Société Civile, William Davis and Marwyn Long Term Incentive LP (in which James Corsellis and Mark Brangstrup Watts have a beneficial interest) hold 33.3%, 13.3%, 6.7%, 13.3% and 33.3% of the A Shares in issue respectively.

IMPORTANT NOTICES

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Securities may not be offered or sold in the United States absent (i) registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or (ii) an available exemption from registration under the Securities Act. The Company's securities have not been, and will not be, registered under the Securities Act and will not be offered to the public in the United States.

Neither this announcement nor any copy of it may be: (i) taken or transmitted into or distributed in any member state of the European Economic Area (other than the United Kingdom), Canada, Australia or the Republic of South Africa or to any resident thereof, or (ii) taken or transmitted into or distributed in Japan or to any resident thereof. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.

Forward-looking statements

Certain statements in this announcement are forward-looking. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to be correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. The Company undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

-- Ends --

This information is provided by RNS

The company news service from the London Stock Exchange

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June 20, 2016 02:00 ET (06:00 GMT)