Comms Group Limited (ASX:CCG) agreed to acquire onGroup Holdings Pty Ltd for AUD 18 million on February 4, 2022. A total consideration of AUD 18 million, consisting of an upfront payment of AUD 10 million comprising cash consideration of AUD 8 million subject to adjustment for working capital and net debt and issue of 18.99 shares in CCG ordinary shares issued at the 30-day VWAP of approximately 10.5c per share, with 100% escrowed for a period of 12 months and 50% escrowed for a period of 18 months from the date of completion. Deferred Payment to be paid on July 1, 2022, comprising a further cash payment of AUD 1 million and AUD 1 million in CCG ordinary shares issued at the lower of the 30-day VWAP or the closing share price at the issue date and up to AUD 6 million in earnout payments subject to EBITDA of 2023.

The onPlatinum acquisition will be funded by a new debt facility of AUD 10 million established with the CBA and CCG shares issued to the vendors. Completion of the transaction is expected to occur on or around February 7, 2022. Comms group expects the acquisition to contribute to its revenue.

Henslow acted as corporate advisor to Comms Group.