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.