GoCompare agrees to acquire MyVoucherCodes

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

GoCompare.com Group plc

19 December 2017

GoCompare agrees to acquire MyVoucherCodes

Trading update for FY2017

GoCompare.com Group plc ("GoCompare" or "the Group") today announces that it has reached an agreement to acquire The Global Voucher Group Limited, which trades as MyVoucherCodes, and its subsidiaries1 (together, "MyVoucherCodes") from Monitise Limited for £36.5m in cash, on a cash-free, debt-free basis (the "Acquisition"). The Acquisition will be financed through a combination of existing cash resources and an extension to GoCompare's existing credit facilities.

MyVoucherCodes.co.uk is one of the UK's largest online voucher code sites with eight million e-mail subscribers and a website which receives c.45 million annual visits. As such, MyVoucherCodes benefits from industry-leading commercial relationships, working with more than 3,000 retail brands and generated £350m of retailer revenue for the year ended 30 June 2017.

Acquisition rationale

The Acquisition furthers the GoCompare mission to 'help people everywhere save time and money', as both businesses are focused on enabling people to make better-informed decisions about their purchases.

MyVoucherCodes' strong position in retail vouchers is highly complementary to GoCompare's position as a leading provider of financial services and utilities comparison. GoCompare believes the Acquisition will increase the opportunities for frequency of engagement with savvy savers who use both comparison and voucher websites, introduce offers to incentivise conversion on both GoCompare and MyVoucherCodes, and provide a new channel for existing GoCompare partners. 

Both companies are focused on customer acquisition through SEO (search engine optimisation). With GoCompare's expertise in this area, GoCompare believes the Acquisition creates further opportunities to grow both brands cost-effectively and sustainably, and that the enlarged Group will be able to achieve almost 100 million website visits per year.

The Acquisition is expected to be earnings accretive in 2018 on an underlying basis3.

Matthew Crummack, CEO of GoCompare, said:

"We are delighted with this acquisition which will complement the services offered by GoCompare. We are making strong progress towards our ambition to become the 'go-to' place for savvy savers to find great deals, and for service providers to reach and acquire customers. I am looking forward to MyVoucherCodes playing a valuable role within the Group and providing us with the potential to help even more people, more often."

Faisal Galaria, Chief Strategy & Investment Officer at GoCompare, said:

"MyVoucherCodes has achieved significant scale in the UK over the last 10 years and the Acquisition brings relationships with some of the largest online retailers in the UK across numerous industries, including ASOS, Sky, Expedia and many more. It also provides a platform that we can leverage for further growth."

Transaction highlights

· Cash consideration for MyVoucherCodes of £36.5m on a cash free, debt free basis, due on completion, representing a multiple of 8.9x forecast EBITDA for the 12 month period ending 31 December 2017

· MyVoucherCodes is forecast to generate revenues of £11.8m, EBITDA of £4.1m and profit before tax of £4.0m for the 12 month period ending 31 December 20172

· The value of MyVoucherCodes' gross assets at 31 December 2017 is forecast to be £3.8m2

· While the majority of revenues are UK based, MyVoucherCodes also has websites in several international markets including Australia, Ireland, Germany and France

· The Group expects the Acquisition to be earnings accretive in 2018 on an underlying3 basis

·  The Group expects the existing MyVoucherCodes management team to remain with, and continue to lead, the MyVoucherCodes business

· The Acquisition will be financed through a combination of existing cash resources and an extension to GoCompare's existing credit facilities

· Extended credit facilities include an increase in the RCF from £10m to £40m taking total committed facilities to £105m with a further £20m uncommitted via an accordion feature, providing headroom for further potential investments in 2018

· Post completion opening net leverage ratio of c.2.0x the enlarged Group's EBITDA4

· Additional interest costs of c.£1m per annum

· Deal related exceptional costs of c.£1m in 2017 with up to a further c.£1m of integration costs in 2018

· Charge for amortisation of acquired intangibles of c.£2m per annum

The acquisition is subject to customary closing conditions and is expected to complete in January 2018. GoCompare confirms that the Acquisition will not change the Group's dividend policy.

Trading update

The Group continues to take a disciplined approach to trading and expects revenue for the full year 2017 to be in the region of £149m, c.5% up on FY-2016, an increase on the 4% revenue growth achieved in H1-2017. Continued improvements in conversion have driven an increase in the marketing margin in H2-2017 relative to H1-2017 and adjusted operating profit5 for FY-2017 is expected to be at the upper end of current market expectations6.

The Group's next scheduled update will be its 2017 preliminary results announcement on 28 February 2018.

1Comprising of Happiour Limited, Revivve Limited and Last Second Ticketing Limited.

2Actual profit before tax for the year-ended 30 June 2017 was £5.5m and gross assets as at that date were £9.8m.

3Underlying basis excludes one-off integration costs and amortisation of acquired intangibles.

4Net leverage ratio is calculated as net debt divided by Adjusted EBITDA.

5Adjusted operating profit represents operating profit, adjusted to exclude the costs incurred in relation to the Acquisition, other exceptional corporate costs and the cost of the Foundation Award share based payment charges.

6Current market expectations for the full year 2017 adjusted operating profit range from £33.9m-£35.9m.

For further information:

About GoCompare.com Group plc (www.gocomparegroup.com)

GoCompare.com Group plc (GOCO) operates a leading UK comparison website, www.gocompare.com, which attracts approximately five million visits every month and is designed to help people save time and money.

When GoCompare launched in 2006 it disrupted the insurance market as the first comparison website to display policy details rather than just listing prices. GoCompare's goal was then, and still is now, to help people make better-informed buying decisions that save them time and money.

The Group uses data gathered from more than 20 million customers over the last 11 years to underpin its drive to continually improve its proposition and leverage its strong position.

GoCompare.com Group plc is an investor in Souqalmal.com, the leading comparison business in the Middle East; and in promising fintech start up MortgageGym, the mortgage robo-adviser.

About MyVoucherCodes (www.myvouchercodes.co.uk)

The Global Voucher Group Limited (trading as MyVoucherCodes) is a digital media and affiliate marketing specialist that connects consumers with money saving offers from the world's leading brands.

MyVoucherCodes.co.uk is one of the UK's biggest discount voucher websites. It launched in November 2006 and provides sales, discount and voucher code information to millions of consumers across the UK every month.

Each week, MyVoucherCodes send a variety of emails with the best selection of deals, vouchers and offers across fashion, restaurants, electronics, travel, beauty and more to its eight million email subscribers. 

Forward looking statements

Certain statements made in this announcement are forward-looking statements. Such statements are based on current expectations and assumptions and are subject to a number of known and unknown risks and uncertainties that may cause actual results, performance or achievements of GoCompare or industry results to differ materially from any future events, results, performance or achievements expressed or implied by such forward-looking statements. Persons receiving this announcement should not place undue reliance on any forward-looking statements, and nothing in this announcement should be construed as a profit forecast. Unless otherwise required by applicable law, regulation or accounting standard, GoCompare disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

Additional information

The information contained within this announcement is deemed by GoCompare to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

The person responsible for arranging for the release of this announcement on behalf of GoCompare is Nick Wrighton.

GoCompare.com Group plc is listed on the London Stock Exchange (GOCO)

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