Voyager Life plc (OFEX:VOY) has signed heads of terms to acquire Northern Leaf Limited for £3.729 million on March 13, 2024. The Merger would value the enlarged group at in excess of £5 million, based on Voyager's current share price of 11 pence and assuming that the deferred consideration is settled in full. The deferred consideration is described in more detail below and, at its upper end, is based on potential revenues by Northern Leaf of over £5 million by no later than 31 March 2025.

The Merger comprises a total consideration of up to 33,900,000 New Voyager Shares and includes a preliminary element, a loyalty element, and deferred performance-based consideration Preliminary consideration: 10,000,000 New Voyager Shares issued pro rata to shareholders of Northern Leaf Loyalty consideration: up to 2,000,000 New Voyager Shares issued to shareholders of Northern Leaf who remain on the shareholder register for six months after completion in proportion to their current shareholdings in Northern Leaf Deferred consideration: up to 21,900,000 New Voyager Shares issued pro rata to shareholders of Northern Leaf subject to Northern leaf achieving annual revenues by no later than 31 March 2025 of not less than £2 million.10,950,000 New Voyager Shares more than £5.0 million - a further 10,950,000 New Voyager Shares New Voyager Shares will vest on a straight line basis for revenue in between the £5 million upper and £2 million lower limits. Ludovico Lazzaretti and Liam Murray from Cairn Financial Advisers LLP act as financial advisor in transaction.