Bango Share Discussion Threads

[chimers] 24/1/2018 08:21

KeywordCompanyEPIC/TIDMSEDOL/ISINNews

Search
Price
Announcements
Fundamentals
News
Article
RSS
Bango PLC (BGO)
Add to Alerts list
Print Mail a friend
Wednesday 24 January, 2018
Bango PLC
Placing and Acquisition
RNS Number : 7627C
Bango PLC
24 January 2018

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.



THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SHARES OR OTHER SECURITIES OF BANGO PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.



THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION , AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.





BANGO PLC



Placing and Acquisition



- Acquisition of Audiens to accelerate data monetization business

- Placing of £5 million to fund Acquisition

- Expected to add to group Revenue immediately and boost 2019 profit

- Benefits for Bango Customers and mobile operator partners



Bango plc (AIM: BGO) ("Bango"), the mobile payments company, announces a placing of 2,777,778 new ordinary shares (the "Placing Shares") at a price of 180 pence per share (the "Placing Price") to raise £5 million (the "Placing"). In addition, Bango announces that it has acquired 98.45 per cent. of Audiens SRL ("Audiens"), the data management subsidiary of Digitouch S.p.A (DGT:Borsa Italiana) ("Digitouch"), from Digitouch, Marko Maras, Sodapao S.R.L., My Draco S.R.L. and Fabrizio Ampollini (together the "Sellers") (the "Acquisition"). The Acquisition is not conditional on admission of the Placing Shares to the AIM market. The Placing and Acquisition are intended to enable Bango to capitalize on demand for the valuable data it generates through its existing operations and to enable the Bango Platform to provide additional value to the rapidly-growing mobile advertising market.



In addition to the Placing, Bango also announces that Ray Anderson and Anil Malhotra, Chief Executive Officer and Chief Marketing Officer of Bango respectively have indicated their intention to subscribe for up to a total of £20,000 of new shares at a price no less than the Placing Price.



Acquisition of Audiens



The consideration for the Acquisition comprises of €1.48m (£1.3m) in cash, to be paid immediately, €0.63m (£0.55m) which will be paid to Digitouch for provision of shared services for up to 12 months from the date of the Acquisition, 521,803 Bango ordinary shares which have been issued at the Placing Price (the "Consideration Shares") and the grant of 738,399 warrants over Bango ordinary shares exercisable for a period of 10 years at the Placing Price.



The remaining 1.55 per cent. of Audiens is retained by Marko Maras, a co-founder of Audiens (the "Maras Shares"). Bango has entered into an agreement with Mr Maras relating to the Maras Shares (the "Option Agreement"), pursuant to which additional consideration may become payable as part of a two year incentive plan to maximize the success of Audiens as part of Bango. Further information on the Option Agreement is set out below.



The net proceeds of the Placing will be used to fund the Acquisition, to integrate the Audiens technology with the industry leading Bango Platform and to support the development and marketing of the emerging Bango mobile data monetization business.



Application has been made to the London Stock Exchange plc for the Placing Shares and Consideration Shares (together, the "New Ordinary Shares") to be admitted to trading on AIM. It is expected that the Placing will become unconditional, that admission to AIM will become effective and that dealings will commence on 29 January 2018.



Commenting on the Acquisition and the Placing, Bango CEO, Ray Anderson said:



"The acquisition of Audiens accelerates the development of the Bango data monetization business and opens the door to exciting new additional revenue streams from the Bango platform.



Mobile operators are eager to find new ways to improve their monetization of data - in ways that respect user privacy and comply with regulations. Merchants want to grow sales faster and reach new customers more efficiently. The combined platform will provide customer insights to merchants, advertising partners, and mobile network operators, to drive consumer engagement and revenue.



The Audiens team has developed a powerful data monetization product that is gaining rapid customer traction and is being integrated with industry leaders. The technology and relationships that Audiens brings will enable Bango customers to grow faster than originally planned.


Bango Boost already monetizes data by delivering significant sales growth for merchants. With Audiens technology, Bango can now capitalise on the demand for data to enable more effective marketing, bringing additional revenue and scale to Bango, as mobile cements its place at the centre of global commerce."



Reasons for the Acquisition



Bango is the payment platform chosen by the world's most influential companies to grow their sales faster in the age of connected commerce. Working with global stores including Google, Amazon, and Microsoft, Bango has become the industry standard mobile commerce platform, helping people make payments quickly and conveniently. Through its innovative technology platform and relationships with over 100 network operators, Bango technology increases sales success and provides unique insights derived from the pooled data and shared knowledge of the platform.



Since 2016, Bango has been developing technology to deliver additional insights from data accessible using the Bango Platform. These insights are used by merchants to drive increased sales and improve marketing effectiveness.



Over more than two years, Audiens has developed a cloud based data platform that collects, organises and analyses data, building customized audience segments and making these available to advertisers. Advertisers can map more accurately to relevant users based on their activities, enabling data-driven decision making. The Audiens team has extensive domain expertise and market experience.



Bango believes that the Audiens technology complements and accelerates the Bango data strategy by 12-18 months, enabling Bango customers and other advertisers to improve marketing effectiveness. This acquisition will also enable mobile operators that partner with Bango to more efficiently and successfully monetize valuable consumer data.



The directors of Bango believe there are substantial market and product synergies from this deal. The integrated platform will provide a tested, trusted, secure and safe route to market for valuable data accessible through the Bango Platform. Bango partners will benefit from the deep data insights provided from the platform to monetize better through higher sales success and improved marketing conversion.



Over the last two years, Bango has delivered strong growth in its core business. As announced on 8 January 2018, Bango continues to focus its product development, sales and marketing efforts on enhancing the Bango Platform and on growing transactions through the Bango Platform for its customers. The total End User Spend (EUS) for 2017 was £271m compared to £132m for 2016 with a run rate of over £400m at the end of the year. Bango expects continued strong EUS growth and that revenue from its existing core Bango Platform business to continue to grow throughout 2018 and beyond.



In 2018 Bango expects approximately £1m of additional revenue and no impact on expected profitability as a result of the Acquisition. Audiens reported unaudited gross profit of €0.24m (£0.22m) and a net loss of €0.19m (£0.16m) for 2017. Bango expects that the integration of Audiens technology will make a contribution to profitability from 2019 onwards, and that synergies will drive additional EUS from the existing Bango business.



Benefits for Bango customers and partners



Mobile operators will be able to expand their use of the Bango Platform to offer valuable data to advertisers, where they choose to do so, securely and safely, and in compliance with relevant regulations. Audiens already does this for two mobile operators.



Merchants using the Bango Platform to collect payments and developers distributing through Bango payment enabled App Stores will be able to better target their advertising to optimize sales and improve marketing efficiency. They will do this either directly or through advertising agencies.



The Audiens technology delivers data into the trading desks used by advertisers and marketing agencies, providing broad global availability without the need for global sales and marketing teams.



Bango has established a resale and licensing agreement with Digitouch to use the Audiens technology, and expects this partnership to accelerate the early success already achieved.



The Option Agreement



After the acquisition, Marko Maras will head the Audiens business at Bango with rewards linked to achievement of specific revenue objectives and overhead control.



As noted above, as part of the terms of the Acquisition, Bango has entered into the Option Agreement with Mr Maras relating to the Maras Shares. Under the terms of the Option Agreement, Bango can call upon Mr Maras to sell these shares to Bango in certain circumstances (the "Call Option") and Mr Maras can call upon Bango to purchase these shares in certain circumstances (the "Put Option"). The final date by which either the Put Option or the Call Option must have been exercised is 28 February 2020.



On exercise of either the Put Option or the Call Option, Mr Maras may be entitled to payment for the Maras Shares calculated at €0.95m (£0.83m) (based on the Placing Price), payable by Bango (the "Additional Consideration") subject to certain conditions including the achievement of specific revenue targets by Audiens. The Additional Consideration that may be payable varies depending on the Bango share price at the time of exercise of either the Put Option or the Call Option. The Additional Consideration payable will reduce as the Bango share price rises but could increase, on a sliding scale to a maximum of €1.38m (£1.2m), should the revenue objectives be met but the Bango share price falls below the Placing Price at that point.



If, on or before 28 February 2020, Audiens, directly or indirectly is the subject of a further sale by Bango, or should Bango be acquired and a portion of the proceeds be specifically attributed to Audiens, further consideration is payable to Mr Maras. The further consideration would be for an amount that is up to 20 per cent. of any sale proceeds receivable by Bango that are directly attributable to the sale of Audiens after deducting the total consideration (including the value of Bango shares and warrants at the point of such event) paid by Bango for the Acquisition. Any such further consideration payable to Mr Maras is capped at an amount equal to €50 million, which amount would only be reached if the sale proceeds attributable to Audiens were €250 million more than the value of the total consideration paid by Bango for the Acquisition.

[lentjes] 23/1/2018 13:16

Microsoft updated their Windows 10 / Xbox DCB activations yesterday. I have not followed the updates since October but the following have been added to the list, T-Mobile in Austria, Telekom in Deutschland, Digi in Malaysia & KPN in the Netherlands.

For clarification there is nothing to indicate that these new activations are anything to do with Bango.

Microsoft have also deleted all legacy DCB activations related Windows Phone 8X devices although this was already expected as announced several months ago

[chimers] 23/1/2018 10:36

It is what I want it to be.

[stentorian] 23/1/2018 10:31

It is "you're" not "your".

[chimers] 23/1/2018 10:23

Your still alive I see...............

[kazoom] 23/1/2018 10:21

The thing about evolution is that the wrong mutations die out.

[chimers] 23/1/2018 10:18

There is no "proper" when it comes to using language and grammar.

The PEOPLE decide .....otherwise we would all still be speaking YE OLDE ENGLISHE THOU FUKING PRIKETH

[stentorian] 23/1/2018 10:11

...never trust a poster who can't use a question mark or an exclamation mark properly!

[chimers] 23/1/2018 10:05

COMPANY STOOGE (LOT OF STOCK TO BE DUMPED SO THEY NEED THEM)



thomas4billing
Member since: 14 Nov 2017

[spawny100] 23/1/2018 09:58

I prefer EBIDTA to EUS as an indicator of profits to be honest.

[thomas4billing] 23/1/2018 09:57

Allergic to success or to miss great opportunities ? Take it easy... You did not miss anything yet as the growth is ahead !

[chimers] 23/1/2018 09:23

Notice these numbers are GBP or GREAT BRITISH POUNDS...or "REAL MONEY"

Boku try and obfuscate by using dirty dollars .......WHEN IT SUITS....as do others based in the USA ................WHEN IT SUITS.

[chimers] 23/1/2018 09:21

Someone wanted Simple Simons bilge yes ?

You can thank me later.

Bango buying opportunity

Aim-traded Bango (BGO:217p), a provider of a state-of-the-art mobile payment platform enabling smartphone users to charge purchases made in app stores straight to their mobile phone account, has issued two major announcements since I last rated the shares a buy at 240p (‘Three small-cap stars’, 27 Nov 2017), having first advised buying at 93p ('Bang on the money', 26 Sep 2016).

Firstly, it has partnered Netflix, the world's leading internet entertainment service, to launch direct carrier billing (DCB) to over 12m subscribers in Mexico, thus enabling them to charge their monthly subscription cost to their pre- or post-paid mobile phone bill.

Secondly, and following last summer’s groundbreaking DCB agreement with Amazon Japan, Bango has expanded the use of its platform to provide resale and bundling technology to Amazon, enabling customers to sign-up to Amazon Prime in India through resellers that offer product bundles. India's largest mobile network operator, Bharti Airtel, is the first to make Amazon Prime available as part of a bundled package offered to its customers.

Both agreements are a further validation of Bango’s payment platform and one that’s proving increasingly popular: the annualised end-user spend (EUS) run rate of transactions processed exceeded £400m at the end of 2017, or more than double the level a year earlier. That figure was revealed in a pre-close trading update ahead of the full-year results on Tuesday 13 March. It could prove conservative as analyst Ian McInally of Cenkos Securities is "comfortable with our 2017 closing EUS run rate in excess of £450m", suggesting significant upside.

Furthermore, having hit monthly cash profit break even in November, Mr McInally has not changed his forecasts, which point to a small cash loss of £700,000 in 2017, and a cash profit of £3m this year based on total EUS activity of £592m. If Bango can maintain its EUS growth rate, my models suggest it could be making net profits of £10m by 2020, supporting my 300p target price to value the equity at £200m. I remain a buyer ahead of full-year results on Tuesday 13 March. Buy.

[chimers] 23/1/2018 09:11

POT KETTLE BLACK ...............is the point!!

[simonsaid1] 23/1/2018 09:04

That's rather poor forum etiquette.