Acquisition of Parble

Netcall plc (AIM: NET), a leading provider of intelligent automation and customer engagement software, is pleased to announce the acquisition of Smart & Easy NV(1) (trading as "Parble"), a provider of intelligent document processing software (the "Acquisition").

Highlights:

• The Acquisition enhances Netcall's Liberty portfolio with a complementary solution, expanding market opportunity and strengthening the Group's competitive positioning.
• Extends Netcall's footprint outside the UK and increases exposure to the financial services sector.
• Expected to be immediately earnings enhancing with a compatible cloud recurring revenue model.
• Provides two way cross-sell potential across customer workflows.
• The total consideration for the acquisition is up to €8.7 million, comprising an initial cash consideration of €4.7 million and an earnout of up to €4 million. Additionally, the Acquisition includes the assumption of €1.1 million in net debt, which was repaid at completion.

About Parble

Based in Brussels, Belgium, Parble (www.parble.com) provides a cloud-native, GenAI-powered document processing solution that automates data extraction and classification of structured, semi-structured and unstructured data from a variety of document formats. This technology helps businesses digitise their processes, such as claims handling, and make insight-driven decisions, particularly valuable for organisations handling high volumes of complex documentation, where efficiency, compliance and accuracy are paramount. Parble has processed over 58 million documents to date, achieving time savings of approximately 97% for its customers. Parble has an established footprint in the insurance and banking sector, with customers including Generali, Baloise and Vanbreda Risk & Benefits. The Group's three founders and six employees will remain with Netcall and continue to be based in Belgium.

For the financial year ended 31 December 2023, Parble reported a 30% increase in revenue to €1.48 million (2022: €1.14 million), adjusted EBITDA(2) of €0.48 million (2022: adjusted EBITDA loss of €0.06 million), and a profit before tax of €0.17 million (2022: loss before tax of €0.21 million). Annual recurring revenue grew 34% to €1.19 million (2022: €0.89 million). Gross assets as of 31 December 2023 were €1.9 million (2022: €2.0 million). All figures are unaudited.

Acquisition Rationale

The acquisition of Parble is expected to be immediately earnings enhancing with regard to adjusted earnings per share, providing Netcall with specialised intelligent business processing technology that can be rapidly integrated into the Liberty platform. Parble's easy-to-use and intuitive design enhances the Liberty offering, providing a more comprehensive, end-to-end solution for business process automation, from data capture to customer engagement. This acquisition provides increased competitive differentiation and substantial two-way cross-selling opportunities with an increased value proposition across the Group's enlarged customer base. Additionally, it provides strategic benefits such as geographic expansion into Europe and an increased presence in the highly regulated insurance sector.

Consideration for the Acquisition

The total consideration for the Acquisition is up to €8.7 million, plus the assumption of €1.1m net debt. The initial consideration is €4.7 million, with €4.1 million payable upon completion and €0.6 million deferred for 12 months. An additional €4.0 million of contingent consideration is payable if Parble achieves an Annual Recurring Revenue ("ARR") growth target from €1.5 million at the time of Acquisition to €3.3 million within three years of completion. Payments relating to ARR will be measured annually and paid equally in cash and Netcall shares, with a 12-month lock-in for Parble's management shareholders. The net debt assumed comprises loan notes of €1.6 million offset by cash of €0.5 million. The loan notes were repaid in full immediately on completion. Both the initial consideration and debt repayment were funded from Netcall's existing cash resources.

James Ormondroyd, Chief Executive of Netcall, commented: "Parble is a valuable addition to the Liberty portfolio, enhancing our digital transformation capabilities and providing two-way cross-selling opportunities. We are delighted to welcome the Parble team and benefit from their expertise, and we look forward to working together to improve our customers' operational efficiency."

• Smart and Easy NV, trading as Parble and Contract.fit, was owned by its management team, Pol Brouckaert, Bertrand Anckaert and Jens De Pelsmaeker, who collectively held 82.6% of the company. The remaining 17.4% was owned by Pamcia NV.