appScatter Group plc (AIM:APPS) entered into an agreement to acquire Priori Data GmbH from Seedcamp 2.0 managed by Seedcamp, Lakestar 1 managed by Lakestar Advisors GmbH, Calceus GmbH, Martin Rajcan, Priori Trust UG and others for €16.2 million on April 5, 2018. The consideration will be paid £9.45 million (€10.8 million) in cash and the remaining will be satisfied by way of the issue of 5.8 million new ordinary shares in appScatter. The consideration shares, which will be issued to Priori management, will be subject to a lock-in agreement for an initial period of 12 months and an orderly market arrangement for a further period of 12 months following the expiry of the initial lock-in period. The remaining consideration shares not subject to an initial lock-in period shall be subject to an orderly market arrangement for a period of 12 months. To effect the acquisition, appScatter will need to complete an associated fundraising, to fund the cash consideration and to provide additional working capital resources for the enlarged group, of not less than £15 million (€17.2 million), before expenses. As at April 6, 2018, appScatter confirms that it has received formal indications of interest, with the majority from existing investors, for direct subscriptions and through a potential placing in respect of a proposed fundraise by way of the issue of new ordinary shares in appScatter in respect of an aggregate of £15 million (€17.2 million). In the financial year ended December 31, 2017, Priori had revenues of €1.1 million and recorded EBITDA losses of €0.41 million. Completion of the acquisition is conditional on the dispatch by appScatter to its shareholders of a circular in substantively agreed form and the passing, at a duly convened general meeting, of the Resolutions in the form set out in the circular. The parties have agreed that no circular will be dispatched to appScatter Shareholders until such time as legally-binding commitments under the proposed fundraise are received and that, therefore, the necessary funding to effect the acquisition and to provide additional working capital resources for the enlarged group are in place. The transaction is also subject to the approval from the Board of Directors of appScatter. As on May 15, 2018, the Board of appScatter unanimously recommends shareholders to vote in favour of transaction. The long stop date for completion of the acquisition is May 15, 2018. As of May 4, 2018, appScatter and vendors agreed to extend the long stop date to May 31, 2018 as the acquisition is no longer expected to be completed prior to May 15, 2018. As of May 15, 2018, the long stop date for the completion of the transaction has been pushed to June 15, 2018. As of May 31, 2018, the shareholders of appScatter approved all resolutions, including the acquisition of Priori Data in their General Meeting. As of the announcement dated June 18, 2018, the transaction could not be completed on the scheduled long stop date but the Board of Directors of appScatter still believes that the completion is achievable. As of June 26, 2018, appScatter Group plc agreed to a revised terms for the acquisition of Priori Data GmbH from from Seedcamp 2.0 managed by Seedcamp, Lakestar 1 managed by Lakestar Advisors GmbH, Calceus GmbH, Martin Rajcan, Priori Trust UG and others for £13.5 million (€13.8 million). Under the terms of the agreement, approximately £1.8 million (€2.04 million) will now be payable in cash and £11.7 million (€13.3 million)will be satisfied by the issue of a total of 16.7 million new ordinary shares in appScatter Group plc. 16.3 million of the consideration shares will be issued on completion and 0.37 million of the consideration shares will be deferred until the determination of the completion accounts and the net assets statement in connection with the acquisition which will be due forty five days after completion. The net proceeds of the fund raise of approximately £1.5 million (€1.7 million) will be applied towards satisfying the cash consideration. Completion of the acquisition is conditional on, inter alia, the passing of the resolutions at the Annual General Meeting on June 29, 2018. The parties have agreed a long stop date for completion of the acquisition of July 3, 2018. Azhic Basirov, Ben Jeynes and David Jones of Smith & Williamson Corporate Finance Limited acted as financial advisors and brokers to appScatter. Computershare Investor Services PLC acted as registrar for appScatter. appScatter Group plc (AIM:APPS) completed the acquisition of Priori Data GmbH from Seedcamp 2.0 managed by Seedcamp, Lakestar 1 managed by Lakestar Advisors GmbH, Calceus GmbH, Martin Rajcan, Priori Trust UG and others on July 3, 2018.