Consolidated Financial Statements
Rapide Communication Ltd
For the Three Month Period Ended 30 September 2018
Registered number: 05786255
Contents
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| |
| | Page |
| Consolidated Statement of comprehensive income | 3 |
| Consolidated Statement of financial position | 4 |
| Consolidated Statement of changes in equity | 5 |
| Consolidated Statement of cash flows | 6 |
| Notes to the Consolidated financial statements | 7 - 21 |
Consolidated Statement of Comprehensive Income
For the Three Months Ended 30 September 2018 and 2017
|
| | | | |
| | | 30 September 2018 | 30 September 2017 |
| | | (unaudited) | (unaudited) |
| | Note | £ | £ |
| | | | | |
Turnover | | 4 | 4,275,371 | 4,112,348 |
Cost of sales | | | (1,611,292) | (1,530,748) |
Gross profit | | | 2,664,079 | 2,581,600 |
Administrative expenses | | | (2,782,639) | (2,401,690) |
Operating profit (loss) | | 5 | (118,560) | 179,910 |
Interest receivable and similar income | | 9 | 9 | 2,523 |
Interest payable and similar charges | | 10 | - | - |
Profit (loss) before tax | | | (118,551) | 182,433 |
Tax on profit (loss) | | 11 | - | - |
Profit (loss) for the financial period | | | (118,551) | 182,433 |
|
|
There was no other comprehensive income for 2018 or 2017.
|
The notes on pages 7 to 21 form part of these financial statements.
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Rapide Communication Ltd
Registered number:05786255
Consolidated Statement of Financial Position
As at 30 September 2018 and 30 June 2018
|
| | | | | | | |
| | | 30 September 2018 | | 30 June 2018 |
| | | (unaudited) | | | |
| | Note | £ | £ | | £ | £ |
| | | | | | | | |
| | | | | | | | |
| Tangible assets | | 12 | | 101,457 | | | 98,824 |
| | | | | | | | |
| Current assets | | | | | | | |
| Debtors: amounts falling due within one year | | 13 | 3,472,135 | | | 3,533,344 | |
| Cash at bank and in hand | | 14 | 2,682,586 | | | 2,790,878 | |
| | | | 6,154,721 | | | 6,324,222 | |
| Creditors: amounts falling due within one year | | 15 | (6,077,999) | | | (6,126,316) | |
| Net current assets | | | | 76,722 | | | 197,906 |
| Total assets less current liabilities | | | | 178,179 | | | 296,730 |
| Deferred taxation | | 17 | (11,794) | | | (11,794) | |
| | | | | (11,794) | | | (11,794) |
| Net assets | | | | 166,385 | | | 284,936 |
| | | | | | | | |
| Capital and reserves | | | | | | | |
| Called up share capital | | 18 | | 146 | | | 146 |
| Share premium account | | 19 | | 193,080 | | | 193,080 |
| Other reserves | | 19 | | 30 | | | 30 |
| Profit and loss account | | 19 | | (26,871) | | | 91,680 |
| | | | | 166,385 | | | 284,936 |
| | | | | | | | |
The notes on pages 7 to 21 form part of these financial statements.
Consolidated Statement of Changes in Equity
For the Three Months Ended 30 September 2018
(unaudited)
|
| | | | | | | | | |
| | Called up share capital | | Share premium account | | Other reserves | | Profit and loss account | | Total equity |
| £ | | £ | | £ | | £ | | £ |
| At 30 June 2018 | 146 | | 193,080 | | 30 | | 91,680 | | 284,936 |
| Comprehensive income for the three months | | | | | | | | | |
| Profit for the three months | - | | - | | - | | (118,551) | | (118,551) |
| At 30 September 2018 | 146 | | 193,080 | | 30 | | (26,871) | | 166,385 |
|
|
The notes on pages 7 to 21 form part of these financial statements.
|
Consolidated Statement of Cash Flows
For the Three Months Ended 30 September 2018
|
| | | | | |
| | 30 September 2018 | | 30 September 2017 |
| | (unaudited) | | (unaudited) |
| | £ | £ | | £ | £ |
| Cash flows from operating activities | | | | | |
| Profit for the financial period | | (118,551) | | | 182,433 |
Adjustments for: | | | | | |
| Depreciation of tangible assets | | 20,316 | | | 18,623 |
| Interest received | | (9) | | | (2,523) |
| Taxation | | - | | | - |
| (Increase)/decrease in debtors | | 61,207 | | | (156,465) |
| Decrease/(increase) in creditors | | (49,018) | | | 134,744 |
| Corporation tax | | 704 | | | (11,053) |
Net cash generated from/(used in) operating activities | | (85,351) | | | 165,759 |
Cash flows from investing activities | | | | | |
| Purchase of tangible fixed assets | (22,949) | | | (28,317) | |
| Interest received | 9 | | | 2,523 | |
Net cash used in investing activities | | (22,940) | | | (25,794) |
Cash flows from financing activities | | | | | |
| Dividends paid | - | | | (200,000) | |
Net cash used in financing activities | | - | | | (200,000) |
Net decrease in cash and cash equivalents | | (108,291) | | | (60,035) |
| Cash and cash equivalents at beginning of period | | 2,790,878 | | | 8,456,993 |
Cash and cash equivalents at the end of period | | 2,682,587 | | | 8,396,958 |
| | | | | | |
The notes on pages 7 to 21 form part of these financial statements.
| | | | | |
Notes to the Consolidated Financial Statements
For the Three Months Ended 30 September 2018
Rapide Communication Limited is a company limited by shares and incorporated in England and Wales. The registered office address is Raving Towers, Heron House, Millburn Hill Road, Coventry, West Midlands, CV4 7HS.
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| | | |
| | 2.1 |
| Basis of preparation of financial statements |
The consolidated financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3)
The following principal accounting policies have been applied:
The directors have considered the forecast trading and expected cash flows of the company for the period through to 31 December 2019. The company holds cash funds and is expected to generate further cash in the period considered. Accordingly the directors have prepared the financial statements on a going concern basis.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenues is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Revenue from subscription is recognised on a straight‑line basis over the subscription term.
Revenues from usage and implementation services are recognised in the period the service is rendered to the customers.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Notes to the Consolidated Financial Statements
For the Three Months Ended 30 September 2018
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight‑line method.
The estimated useful lives range as follows:
|
| | | | | |
| | | Fixtures and fittings | ‑ | 3 | years straight‑line |
| | | Office equipment | ‑ | 3 | years straight‑line |
| | | Computer equipment | ‑ | 2 | years straight‑line |
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the statement of comprehensive income.
Investments held as fixed assets are shown at cost less provision for impairment.
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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| | | |
| | 2.7 |
| Cash and cash equivalents |
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Notes to the Consolidated Financial Statements
For the Three Months Ended 30 September 2018
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, accrued income and accruals.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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| | | |
| | 2.10 |
| Foreign currency translation |
Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non‑monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non‑monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Notes to the Consolidated Financial Statements
For the Three Months Ended 30 September 2018
Finance costs are charged to the statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Dividends paid are included in the company financial statements in the period in which the related dividends are actually paid, as approved by shareholders.
Rentals paid under operating leases are charged to the statement of comprehensive income on a straight line basis over the lease term.
The pension costs charged in the financial statements represent the contributions payable to pension plans during the year.
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the statement of financial position date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the statement of financial position date.
Interest receivable is recognised in the period to which it relates.
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| | |
| | 2.17 | Provisions for liabilities |
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the statement of comprehensive income in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the statement of financial position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the statement of financial position.
Notes to the Consolidated Financial Statements
For the Three Months Ended 30 September 2018
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| | | |
| | 2.18 |
| Current and deferred taxation |
The tax expense for the year comprises current and deferred tax. Tax is recognised in the statement of comprehensive income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of financial position date, except that:
| |
| • | The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and |
| |
| • | Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. |
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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| | | |
| | 2.19 |
| Research and development |
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Notes to the Consolidated Financial Statements
For the Three Months Ended 30 September 2018
|
| |
| 3. | Significant accounting estimates |
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates, judgments and assumptions that affect amounts reported in the financial statements and related notes. The estimates and assumptions used in the financial statements are based upon management's evaluation of relevant facts and circumstances as of the date of the Company's financial statements.
The key estimates concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Provision for Bad Debts
Provision for bad debts is maintained at a level considered adequate to provide for potentially uncollectible receivables. The level of provision is based on the status of receivable, past collection experience and other factors that may affect collectability. The provision for bad debts amounted to £20,853 and £24,814 on 30 September 2018 and 30 June 2018, respectively.
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| | | | | | |
| 4. | Turnover |
| | An analysis of turnover by class of business is as follows: (For the Three Months Ended September 30)
|
| | | | | | 2018 | 2017 |
| | | | | | £ | £ |
| |
Usage fees | 1,724,373 | 1,952,299 |
| |
Implementation fees | 135,380 | 100,824 |
| |
Subscription fees | 2,415,618 | 2,059,225 |
| | | 4,275,371 | 4,112,348 |
|
| | | | | | |
5.
|
Operating profit
|
| | The operating profit is stated after charging: (For the Three Months Ended September 30)
|
| | | | | | 2018 | 2017 |
| | | | | | £ | £ |
| |
Operating lease rentals | 26,363 | 23,474 |
| |
Depreciation of tangible fixed assets | 20,316 | 18,623 |
| |
Pension costs | 18,499 | 7,263 |
Notes to the Consolidated Financial Statements
For the Three Months Ended 30 September 2018
|
| | | | | | | |
6.
|
Auditor's remuneration
|
| | | | | | | For the Three Months Ended September 30 |
| | | | | | | 2018 | 2017 |
| | | | | | | £ | £ |
| |
Fees payable to the Company's auditor and its associates for the audit of the Company's annual financial statements | | - | - |
| | | | - | - |
| |
VAT compliance review | | - | - |
| |
Taxation compliance services | | - | - |
| |
Other services relating to taxation | | - | - |
| |
Services relating to accounting assistance | | - | - |
| | | | - | - |
|
| | | | | | |
7.
|
Employees
|
| | Staff costs, including director's remuneration, were as follows: (For the Three Months Ended September 30) |
| | | | | | 2018 | 2017 |
| | | | | | £ | £ |
| |
Wages and salaries | 1,673,204 | 1,398,466 |
| |
Social security costs | 221,097 | 169,633 |
| |
Pension costs | 18,499 | 7,263 |
| | | 1,912,800 | 1,575,362 |
|
| | | | | |
| | The average monthly number of employees, including the director, during the periods were as follows: (For the Three Months Ended September 30) |
| | | | 2018 | 2017 |
| | | | No. | No. |
| | | | | |
| | |
Average no. of employees | 109 | 91 |
Notes to the Consolidated Financial Statements
For the Three Months Ended 30 September 2018
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| | | | | | |
8.
| Director's remuneration
|
| | | | | | For the Three Months Ended September 30 |
| | | | | | 2018 | 2017 |
| | | | | | £ | £ |
| | | | |
| | Director's emoluments | - | 2,250 |
| | | - | 2,250 |
|
| | | | | | |
9.
| Interest receivable and similar income
|
| | | | | | For the Three Months Ended September 30 |
| | | | | | 2018 | 2017 |
| | | | | | £ | £ |
| |
Other interest receivable | 9 | 2,523 |
| | | 9 | 2,523 |
|
| | | | | | |
10.
| Interest payable and similar charges
|
| | | | | | For the Three Months Ended September 30 |
| | | | | | 2018 | 2017 |
| | | | | | £ | £ |
| |
Interest payable | - | - |
| | | - | - |
Notes to the Consolidated Financial Statements
For the Three Months Ended 30 September 2018
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| | | | | | |
11.
|
Taxation
|
| | |
| | | | | | For the Three Months Ended September 30 |
| | | | | | 2018 | 2017 |
| | | | | | £ | £ |
| | Corporation tax | | |
| |
Current tax on profits for the period | - | - |
| |
Adjustments in respect of previous periods | - | - |
| |
Foreign tax | | |
| |
Foreign tax on income for the period | - | - |
| | | - | - |
| | | | |
| |
Total current tax
| - | - |
| |
Deferred tax | | |
| |
Origination and reversal of timing differences | - | - |
| |
Total deferred tax | - | - |
| | | | |
| |
Taxation on profit on ordinary activities | - | - |
Notes to the Consolidated Financial Statements
For the Three Months Ended 30 September 2018
|
| | | | | | | |
| |
Factors affecting tax charge for the period
|
| | The tax assessed for the year is higher than the standard rate of corporation tax in the UK of 19%. The differences are explained below:
|
| | | | | | | For the Three Months Ended September 30 |
| | | | | | | 2018 | 2017 |
| | | | | | | £ | £ |
| |
Profit (loss) on ordinary activities before tax | | (118,551) | 182,433 |
| |
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% | | - | - |
| |
Effects of: | | | |
| |
Expenses not deductible for tax purposes | | - | - |
| |
Fixed asset differences | | - | - |
| |
Adjustments to tax charge in respect of prior periods | | - | - |
| |
Adjustment to tax charge in respect of previous periods ‑ deferred tax | | - | - |
| |
Adjust opening deferred tax to average rate | | - | - |
| |
Movement in deferred tax rates on closing balance | | - | - |
| |
Total tax charge for the period | | - | - |
|
| |
| |
Factors that may affect future tax charges
|
There are no factors which may impact the future tax charges apart from the expected fall in future corporation tax rates.
Notes to the Consolidated Financial Statements
For the Three Months Ended 30 September 2018
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| | | | | | | | | | | | |
| 12. | Tangible fixed assets | | | | | | | | | | | |
| | | | | | |
| | | Fixtures and fittings | | Office equipment | | Computer equipment | | Total |
| | | £ | | £ | | £ | | £ |
| |
Cost | | | | | | | |
| |
At 1 July 2018 | 90,303 | | 9,087 | | 229,864 | | 329,254 |
| |
Additions | 5,227 | | - | | 17,722 | | 22,949 |
| |
Disposals | - | | - | | - | | - |
| |
At 30 September 2018
| 95,530 | | 9,087 | | 247,586 | | 352,203 |
| |
Depreciation | | | | | | | |
| |
At 1 July 2018 | 36,156 | | 4,123 | | 190,151 | | 230,430 |
| |
Charge for the year | 6,963 | | 661 | | 12,691 | | 20,316 |
| |
Disposals | - | | - | | - | | - |
| |
At 30 September 2018
| 43,119 | | 4,784 | 202,842 | | 250,745 |
| |
Net book value | | | | | | | |
| |
At 30 September 2018 | 52,411 | | 4,302 | | 44,744 | | 101,457 |
| | | | | | | | | | | | | |
Notes to the Consolidated Financial Statements
For the Three Months Ended 30 September 2018
|
| | | | | | |
13.
|
Debtors
|
| | | | | | As of 30 September 2018 | As of 30 June 2018 |
| | | | | | £ | £ |
| | | | |
| |
Trade debtors | 2,659,621 | 2,780,354 |
| |
Other debtors | 39,213 | 36,887 |
| |
Prepayments and accrued income | 773,301 | 716,103 |
| | | 3,472,135 | 3,533,344 |
|
| | | | | | |
| | |
14.
| Cash and cash equivalents
|
| | | | | | As of 30 September 2018 | As of 30 June 2018 |
| | | | | | £ | £ |
| |
Cash at bank and in hand | 2,682,586 | 2,790,878 |
| | | 2,682,586 | 2,790,878 |
|
| | | | | | | |
15.
| Creditors: Amounts falling due within one year
|
| | | | | | As of 30 September 2018 | As of 30 June 2018 |
| | | | | | £ | £ |
| |
Trade creditors | 1,214,391 |
| 1,190,271 |
| |
Amounts owed to group undertakings | 229,024 |
| 229,024 |
| |
Corporation tax | 493,429 |
| 492,725 |
| |
Taxation and social security | 865,922 |
| 891,618 |
| |
Other creditors | 254,312 |
| 252,037 |
| |
Accruals and deferred income | 3,020,921 |
| 3,070,641 |
| | | 6,077,999 |
| 6,126,316 |
Notes to the Consolidated Financial Statements
For the Three Months Ended 30 September 2018
|
| | | | | | |
16.
|
Financial instruments
|
| | | | | | As of 30 September 2018 | As of 30 June 2018 |
| | | | | | £ | £ |
| | Financial assets | | |
| | Financial assets measured at amortised cost | 2,698,834 | 2,817,241 |
| | | 2,698,834 | 2,817,241 |
|
| | | |
| | Financial liabilities | | |
| | Financial liabilities measured at amortised cost | (4,718,649) | (4,741,990) |
| | | (4,718,649) | (4,741,990) |
|
| | | | | | | |
| Financial assets measured at amortised cost comprise of trade debtors and other debtors.
| |
| Financial liabilities measured at amortised cost comprise of trade creditors, other creditors, accruals and amounts owed to group undertakings.
| |
| 17. | Deferred taxation | | | | | |
| | | | | | As of 30 September 2018 | As of 30 June 2018 |
| | |
| | | £ | £ |
| | | At beginning of period | | (11,794) | (14,624) |
| | | Charged to profit or loss | | - | 2,830 |
| | |
At end of period | | (11,794) | (11,794) |
|
| | | | | | |
| | The provision for deferred taxation is made up as follows:
|
| | | | | | As of 30 September 2018 | As of 30 June 2018 |
| | | | | | £ | £ |
| |
Accelerated capital allowances | (11,794) | (11,794) |
| | | (11,794) | (11,794) |
Notes to the Consolidated Financial Statements
For the Three Months Ended 30 September 2018
|
| | | | | | | | | | |
18.
| Share capital
| | | | | | | | |
| | | | | | | As of 30 September 2018 | As of 30 June 2018
|
| | | | | | £ | £ |
| | | Allotted, called up and fully paid | | | |
| | | | | | |
| | | 565 (2017 ‑ 7,000) Ordinary Shares of £0.01 each | 6 | | 6 | |
| | | 7,000‑ Ordinary A Shares shares of £0.01 each | 70 | | 70 | |
| | | 7,000‑ Ordinary B Shares shares of £0.01 each | 70 | | 70 | |
| | | | | | | |
| | | | 146 | | 146 | |
On 18 April 2018 the company passed an ordinary resolution creating 565 Ordinary Shares of £0.01 which were issued at a price of £165 each.
Share premium account
Share premium account represents the excess consideration received by the Company for the ordinary share capital in excess of its par value.
Other reserves
Other reserves represents the nominal value of shares redeemed in prior years.
Profit and loss account
Profit and loss account represents all current and prior period retained profit and losses, net of dividends paid.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £18,499 and £7,263 for the three months ended 30 September 2018 and 30 September 2017, respectively. Contributions totalling £18,411 and £16,119 were payable on 30 September 2018 and 30 June 2018, respectively.
Notes to the Consolidated Financial Statements
For the Three Months Ended 30 September 2018
|
| | | | | | |
21.
| Commitments under operating leases
|
| | At 30 September 2018 the Company had future minimum lease payments under non‑cancellable operating leases as follows:
|
| | | | | | | As of 30 September 2018 |
| | | | | | | £ |
| |
Not later than 1 year | | 103,021 |
| |
Later than 1 year and not later than 5 years | | 166,202 |
| | | | 269,223 |
The ultimate controlling party is N Shanahan by virtue of his majority shareholding in the company.
|
| |
23.
| Post balance sheet events
|
On October 3, 2018, Upland Software, Inc. (the “Company”) through its wholly owned subsidiary, PowerSteering Software Limited, a limited company incorporated under the laws of England and Wales (“PowerSteering UK”), entered into an agreement to purchase the shares comprising the entire issued share capital of Rapide Communication LTD, a private company limited by shares organized and existing under the laws of England and Wales doing business as Rant & Rave (“Rant & Rave”), pursuant to a Share Purchase Agreement by and among PowerSteering UK, Rant & Rave and the sellers of shares of Rant & Rave named therein. The aggregate consideration paid for the Rant & Rave shares was £45 million (approximately $58.5 million based on current exchange rates) in cash at closing, net of cash acquired and a £5 million (approximately $6.5 million based on current exchange rates) cash holdback payable in 12 months, subject to reduction for indemnification claims.
