RWS AR 23 Final Single pages - Flipbook - Page 152
Notes to the Consolidated Financial Statements (continued)
24. ACQUISITIONS
Propylon Holdings Ltd (“Propylon”)
On 12 July 2023, the Group acquired the entire issued share capital of Propylon Holdings Limited (‘Propylon’) and its
subsidiaries for an initial consideration of Euro 30.1m (£25.6m) on a cash and debt free basis. Additional consideration of
Euro 12.9m is payable in two equal instalments on the 昀椀rst and second anniversary of the transaction contingent upon
key personnel remaining employed. Propylon is a component content management business which compliments both
our Tridion and Fonto propositions and further builds our Content Technology portfolio.
The fair value of identi昀椀able assets and liabilities acquired, purchase consideration and goodwill were as follows:
The provisional fair value of identi昀椀able assets and liabilities acquired,
purchase consideration and goodwill were as follows:
Fair values
£m
Net assets acquired:
Intangible assets
11.8
Property, plant and equipment
0.1
Right-of-use assets
0.3
Trade and other receivables
4.3
Cash and cash equivalents
3.3
Trade and other payables
(1.6)
Corporation tax
(0.6)
Deferred tax
(1.3)
Lease liabilities
(0.3)
Total identi昀椀able net assets
16.0
Goodwill
12.9
Total consideration
28.9
Satis昀椀ed by:
Cash
28.9
The provisional fair values above, are stated before the 昀椀nalisation of the purchase price allocation ('PPA'). The
provisional PPA procedures have resulted in an allocation of £8.0m to Customer Relationships, £3.1m to Technology
assets and £0.7m to Brands with a corresponding reduction in Goodwill. Additional deferred tax liabilities of £1.2m
were recognised on the identi昀椀ed intangible assets. The fair values of trade and other receivables, and other classes of
assets, and their gross contractual amount are the same.
Propylon contributed revenue of £3.1m to Group revenue and £0.4m to pro昀椀t after tax for the period between date
of acquisition and the balance sheet date. If the acquisition had been completed on the 昀椀rst day of the 昀椀nancial year,
Propylon would have contributed additional revenues of £10.1m and increased pro昀椀t after tax for the year by £3.5m.
The goodwill of £12.9m on acquisition comprises the value of expected synergies to be realised across future periods.
These derive primarily from the cross sales of RWS products and integration of services work with the RWS professional
service teams. Integration of Propylon into the RWS Group has commenced and will continue during FY24.
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RWS Holdings plc — Annual Report 2023 NOTES TO THE CONSOLIDATED STATEMENTS
