Acquisition of Insigniam LLC and Insigniam SAS

Elixirr International plc (AIM: ELIX) ("Elixirr", the "Company" and together with its subsidiaries, the "Group"), the established, global award-winning challenger consultancy, is pleased to announce the acquisition by its US subsidiary, Elixirr, Inc. of all of the issued and outstanding membership interests of Insigniam LLC ("Insigniam LLC"), and by Elixirr International plc, of the entire issued and outstanding shares of Insigniam SAS ("Insigniam Performance", and together with Insigniam LLC, "Insigniam"), for a maximum consideration payable of US$18.5 million (the "Consideration") (the "Acquisition").

Acquisition highlights

• Insigniam is a US-headquartered consultancy firm with 50+ personnel specialising in supporting clients and executives to define and navigate large scale change and transformation.
• This is the Group's fifth acquisition since its IPO in July 2020 and third in the US, enhancing the Group's presence in this key market.
• In the 12 months to November 2023 (unaudited), Insigniam recorded revenue of US$13.7m, normalised EBITDA of US$2.3m and normalised profit before tax of US$2.3m.
• The initial consideration represents a multiple of 5.7x 2023 LTM EBITDA, based off November 2023 LTM financials (unaudited).
• The transaction is immediately earnings-enhancing.
• The Acquisition brings specialist services in transformation, leadership alignment, cultural change, and executive coaching, complementing the Group's existing service offerings.
• In addition to an expansion of capabilities, Insigniam has deep expertise in additive industries for Elixirr, and in particular has built a reputation as market leaders within industries such as healthcare, biopharmaceuticals, life sciences, consumer and retail. Insigniam also has a significant presence and client-base in continental Europe, complementing the Group's presence in this region.
• Insigniam's top clients include Fortune 500 companies and household brands, many of which are maintained through the leadership's long-standing relationships with the C-suite, coupled with its unique service offering.
• During due diligence and client interviews, Insigniam was found to be rated 43% better than their competition and has an NPS score of 66 - 85% of its clients report that Insigniam provides more value than any other consulting firm. Together with Insigniam, Elixirr will be able to enhance its existing service offering to its global client base.
• The US acquisition goodwill will be tax-deductible, resulting in an estimated tax benefit of US$2.8m-$4.3m to be realised over 15 years.

Information on Insigniam and reasons for the Acquisition

Insigniam helps companies navigate large-scale, complex change and transformation. Its offering includes leadership alignment, organisational transformation, cultural change and executive coaching, and its unique methodologies are used to break down performance barriers for C-suite teams across industries. Insigniam operates within a broadly unaddressed and in-demand white space in the market, through a dual focus on catalysing breakthrough change and achieving return on investment. This distinctive market opportunity is a key reason for the acquisition, especially when coupled with Insigniam's proven success at delivering for clients over its 35+ year history. Elixirr leadership believes that both firms' blue-chip clients stand to benefit from a joint proposition between Insigniam and Elixirr.

Insigniam was co-founded by Shideh Sedgh Bina and Nathan Owen Rosenberg, both of whom will continue to spearhead the growth of the business alongside Elixirr moving forward. Shideh and Nathan will join the Group as Elixirr partners, alongside Katerin Le Folcalvez and Jennifer Zimmer.

In the 12 months to November 2023 (unaudited), Insigniam recorded revenue of US$13.7m, normalised EBITDA of US$2.3m and normalised profit before tax of US$2.3m.

Consideration for the Acquisition

The Group acquired Insigniam for a maximum consideration payable of US$18.5 million. The Consideration consists of:

• Initial consideration of US$11.6 million, from Elixirr's existing cash balances;
• Initial consideration of US$1.5 million to be settled through the issue in December 2023 of 258,553 Elixirr International plc Ordinary shares at a price per share of £4.60 by 15 December 2023; and
• Deferred consideration of up to US$5.4 million in either cash or Ordinary Shares of Elixirr with, at a minimum, 33% of the deferred consideration being satisfied in cash. This is contingent on Insigniam achieving both revenue growth and EBITDA margin targets in financial periods up to 31 December 2026.

Based off November 2023 LTM financials (unaudited), this constitutes a Day 1 EV/EBITDA multiple of 5.7x, and a maximum EV/EBITDA multiple of 8.1x if all deferred consideration is earned over the three year period.

The Ordinary Shares will be subject to one-year lock-in arrangements and limitations on the Ordinary Shares that each seller can sell in each of the following three years under nominee agreements.

Following the acquisition of Insigniam, Elixirr will have net cash of approximately £13.5 million.

Partner Promotions

As part of its strategy to align incentives for senior personnel, Elixirr is pleased to announce that three recently promoted Partners will each be subscribing for 107,527 Ordinary Shares in the Company at a £4.65 share price. The Ordinary Shares issued to the new Partners will be subject to one-year lock-in arrangements and limitations on the Ordinary Shares that each Partner can sell in each of the following four years. In total, Elixirr will issue an additional 322,581 Ordinary Shares to promoted Partners.

Admission and Total Voting Rights

As referred to above, in total Elixirr will issue 581,134 Ordinary Shares ("New Shares"). The New Shares will rank pari passu with the Company's existing issued Ordinary Shares. The New Shares will be issued pursuant to the Company's existing outstanding shareholder authorities. Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective at 8.00 a.m. on 15th December 2023.

After Admission, the total number of Ordinary Shares in issue will be 47,272,811 and the total number of voting rights will therefore be 47,272,811. Following Admission, this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Founder & CEO of Elixirr, Stephen Newton said:

"I am always exceptionally proud to expand our team, and finding the right people to bring into the group is no small task. Our M&A team works tirelessly to find companies that not only broaden what we're able to offer clients but improve the work we're already doing with them. We also look for those who share in Elixirr's ethos, entrepreneurial spirit and desire to create meaningful change - and in Insigniam we have found exactly that. I look forward to seeing the impact of their team's unique approach to consulting - which looks deeply into the areas many consultancies often overlook or don't have true capability to impact. They are the undisputed market leaders in transformation and organisational change, and this is something that will be extremely valuable to both our current and future clients. By combining our services and expertise, from strategy through to execution, we are very well-positioned to provide full end-to-end services to our collective clients in a more impactful, dynamic way."

Co-Founder of Insigniam, Shideh Sedgh Bina said:

"We are thrilled that Elixirr not only expands our ability to provide an enhanced range of services for our clients, but also enables us to partner with C-suite executives to design and execute on their fit-for-21st-century-agenda. The Elixirr disrupter mindset, entrepreneurial culture and leadership team are perfectly aligned with our commitment to serve our clients to deliver remarkable results. Like Insigniam, Elixirr is not afraid to challenge convention, talk straight and disrupt the status quo. Elixirr and Insigniam both hold dear an ethos of deep client service, and we believe that together, combining the best of 'being human' with technology and data, we will deliver dramatic new outcomes for our clients."

Co-Founder of Insigniam, Nathan Owen Rosenberg said:

"Insigniam's combination with Elixirr gives our clients a range of services that, in my scan of the market, has not been available. Already, the Elixirr partners and Insigniam partners are collaborating to catalyse new value for our combined clients, as well as working on a new set of offerings. Literally, we can now offer the full range of expertise and services needed to transform a CEO's agenda into reality. Clients will see new capabilities to fulfill their intentions. We now provide extraordinary value to the CEO and his or her team and to each executive in the C-suite, beyond what either firm could offer before the combination."

General

All references to time in this announcement are to London time, unless otherwise stated.