Acquisition of Thoughtonomy Ltd

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

19 June 2019

Blue Prism Group plc

("Blue Prism", the "Company" or the "Group")

Acquisition of Thoughtonomy Ltd ("Thoughtonomy")

Blue Prism today announces that it has entered into an agreement to acquire the entire issued share capital of Thoughtonomy for an aggregate consideration of up to £80m (the "Acquisition").

Thoughtonomy is a software-as-a-service (SaaS) based product and cloud services business that combines Blue Prism's robotic process automation (RPA) platform alongside additional embedded and integrated artificial intelligence (AI) and cloud capabilities, including Computer Vision, Natural Language Processing and Machine Learning to provide a cloud-based, on-demand, intelligent automation platform. Additional features include ready-to use channel interfaces such as chatbots and web-forms and an integrated AI-enabled digital workforce manager.

Background and Rationale for the Acquisition

The RPA market opportunity exists in both the enterprise (>10,000 employees) and mid-tier (

The acquisition of Thoughtonomy provides Blue Prism with a productised solution which simplifies and broadens access to its connected-RPA platform via turnkey SaaS capabilities, thereby opening up the mid-tier of the market. The Group expects synergies to be realised by leveraging its well-developed network of distribution partners in promoting and distributing this product.

Blue Prism anticipates that cloud-based RPA deployments will in time become increasingly required by enterprise users and, while it currently has numerous cloud-based deployments of its enterprise solution, the development of cloud-based products to further address the market requirements is a clear part of its product roadmap. The acquisition of Thoughtonomy, in particular its cloud orchestration tools, resources and skills, will feed into these product initiatives.

Alastair Bathgate, CEO of Blue Prism commented:

"I am very pleased to announce this strategic acquisition; which provides Blue Prism with a turnkey SaaS product which combines the power of the connected-RPA with a fully integrated suite of premium quality AI and RPA capabilities, on demand. The product is available to customers without the overhead of setting up a dedicated infrastructure and as a result is ideal in serving the mid-tier of the market. We believe that the cloud will grow in importance across our enterprise customer base, and this acquisition will also help further our development of enterprise-based cloud products."

Further information on Thoughtonomy

Based in London, Thoughtonomy was founded in 2013 by Terry Walby (CEO) and has grown into the leading provider of intelligent, cloud-based automation. Thoughtonomy currently has around 77 direct customers and approximately 200 indirect customers located worldwide. Thoughtonomy has historically targeted customers in the public sector, financial services, energy, healthcare, outsourcers and service providers and uses a primarily partner driven business model, with key partners including Symphony, Digiblu and ISG.

Thoughtonomy has 54 employees, with over half dedicated to product related activities. Terry Walby will remain with the business in an Executive capacity, initially reporting into Blue Prism's Chief Executive Officer.

For the twelve months to 30 April 2019, Thoughtonomy had reported revenues of £9.8m and an adjusted operating loss of £(3.6)m. Adjusted revenues for the same period were £7.4m. Gross assets at 31 May 2018 were £5.6m.

The terms of the Acquisition

Under the terms of the Acquisition, Blue Prism will acquire the entire issued share capital of Thoughtonomy from Terry Walby, Thoughtonomy's existing private investors and Thoughtonomy's employee option holders. The total consideration payable of up to £80m (on a cash free debt free basis), will be satisfied by up to £63m in Blue Prism equity1 and up to £17m in cash to be sequenced as follows:

· £12.5m payable on completion of the Acquisition, to be settled in cash from the Group's existing resources,

· £23m payable on completion of the Acquisition, to be settled by the issuance of new Blue Prism ordinary shares (the "Initial Consideration Shares");

· up to £20m2 payable on the first anniversary of completion of the Acquisition, to be settled by the issuance of new Blue Prism ordinary shares;

· up to £4.5m2 payable on the eighteen-month anniversary of completion of the Acquisition, to be settled in cash; and

· up to £20m2 payable on the second anniversary of completion of the Acquisition, to be settled by the issuance of new Blue Prism ordinary shares.

The majority of Thoughtonomy's selling shareholders will be subject to 12-month lock in and 12 month orderly market restrictions on the shares granted at acquisition. In relation to the deferred shares the lock in and orderly market restrictions are each reduced to 6 months.

The initial cash consideration payable on completion will be subject to an adjustment in respect of the actual net debt and working capital position of Thoughtonomy at completion.

The Acquisition is subject to the satisfaction (or, where permitted, waiver) of certain conditions, including the exercise of options held by certain employees of Thoughtonomy pursuant to Thoughtonomy's employee share option plans. Subject to these conditions, the Acquisition is expected to complete, and admission of the Initial Consideration Shares to trading on AIM is expected to become effective, before the end of July 2019.

[1] The number of shares issued was calculated using the average share price of Blue Prism for the 20 business days prior to the 18th June 2019. This amounts to up to 3,255,857 shares.

2 Deferred consideration dependent upon Terry Walby and where applicable the relevant recipients remaining with Blue Prism

For further information please contact:

Blue Prism Group plc +44 (0)7736 707407

 Tom Hull, Head of Investor Relations

Investec Bank plc +44 (0)20 7597 5970

Andrew Pinder

Sebastian Lawrence

Carlton Nelson

FTI Consulting +44 (0)20 3727 1000

Matt Dixon

Dwight Burden

About Blue Prism

In this digital era where start-ups are constantly disrupting markets, only the most agile and innovative enterprises survive and thrive. At Blue Prism, we pioneered Robotic Process Automation (RPA), emerging as the trusted and secure intelligent automation choice for the Fortune 500 and the public-sector. Now we bring you connected-RPA supported by the Digital Exchange (DX) app store-marrying internal entrepreneurship with the power of crowdsourced innovation.

Blue Prism's connected-RPA can automate and perform mission critical processes, allowing your people the freedom to focus on more creative, meaningful work. More than 1,300 global customers leverage Blue Prism's digital workforce, empowering their people to automate billions of transactions while returning hundreds of millions of hours of work back to the business. Visit www.BluePrism.com to learn more about Blue Prism (AIM: PRSM.L).

IMPORTANT NOTICES

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks in this Announcement are incorporated into, or form part of, this Announcement. This Announcement includes statements, estimates, opinions and projections with respect to anticipated future performance of the Group ("forward-looking statements") which reflect various assumptions concerning anticipated results taken from the Group's current business plan or from public sources which may or may not prove to be correct. These forward looking statements can be identified by the use of forward looking terminology, including the terms 'anticipates', 'target', 'believes', 'estimates', 'expects', 'intends', 'may', 'plans', 'projects', 'should' or 'will', or, in each case, their negative or other variations or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements reflect current expectations based on the current business plan and various other assumptions but may be affected by a number of variables which could cause actual results or trends to differ materially, including (but not limited to) an increase in competition; an unexpected decline in turnover, legislative, fiscal and regulatory developments; and currency and interest rate fluctuations. No forward-looking statement should be read as a guarantee of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. As a result, prospective investors should not rely on such forward-looking statements due to their inherent uncertainty. No representation or warranty is given as to the completeness or accuracy of the forward-looking statements contained in this Announcement. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company does not assume any responsibility or obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. In particular, no statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

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