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Update to Purchase Agreement with Solstice

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RNS Number : 4905S
St. Ives PLC
03 October 2017

3 October 2017


St Ives plc


("St Ives" or the "Group")


Update to Purchase Agreement with Solstice Consulting LLC


St Ives, the international marketing services group, has today agreed to vary the terms of its agreement ("the Purchase Agreement") to acquire Solstice Consulting LLC ("Solstice"), entered into in March 2015.


Solstice, which operates as a subsidiary of St Ives, is a Chicago based digital consultancy specialising in mobile, robotics, Internet of Things and the Cloud, founded by J Schwan, who remains in the business today as CEO.


Since the acquisition, exchange rates for Sterling into US Dollars have fallen significantly and much more than either party envisaged. As a result, the Board believes that a variation to the Purchase Agreement is fair and reasonable at this time, in order to maintain a strong incentive to the management of Solstice to maximise EBITDA during and beyond the Deferred Payments periods.


As a result, St Ives has agreed to increase the maximum consideration payable to Solstice under the three year earn-out arrangements by up to £3.4 million to a maximum consideration payable of £53.4 million. Any further consideration over and above the £31.7 million (in aggregate) already paid, will be dependent upon Solstice's incremental profit performance for the year ending 31 December 2017 and will be satisfied in cash and shares.


The variation to the Purchase Agreement is a related party transaction and needs to be announced under Listing Rule 11.1.10R.

- Ends -


For further information contact:


St Ives plc                                                        020 7928 8844

Matt Armitage, CEO

Brad Gray, CFO


MHP Communications                                    020 3128 8100

Tim Rowntree/ Giles Robinson / Luke Briggs




This information is provided by RNS
The company news service from the London Stock Exchange

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