Overview of The Panoply

The Panoply Holding plc is incorporated in the UK. It's main country of operation is the UK.

The Panoply is a digitally native technology services company designed for the “fourth industrial revolution”, where technological disruption has become widespread across all sectors.

The Panoply was founded in 2016 with the aim of identifying and acquiring best-of-breed specialist information technology and innovation consulting businesses across Europe to form regional clusters of group companies positioned to deliver services that help clients digitally transform their businesses for the automation age.

In the last two years, The Panoply has identified and met numerous potential target companies, and has completed four acquisitions.

These are:

  • Bene Agere: an Oslo-based strategy and management consultancy;
  • Manifesto Digital: an award-winning London-based digital experience agency;
  • Notbinary: an award-winning London-based IT consultancy focused on digital transformation; and
  • Questers: an award-winning provider of onshore and nearshore agile software development services with offices in London and Sofia (Bulgaria).

Unlike many buy and build models that have preceded The Panoply, the Directors are focused on creating an agile, decentralised group where employees join a culture of autonomy, purpose, collaboration and innovation. The Directors believe that this decentralised model with shared values will allow Group Companies to collaborate, providing clients with innovation and rapid delivery of services.

The Panoply has developed an efficient, formulaic approach for acquiring companies. With an extensive acquisition pipeline, the Directors intend to continue to supplement the organic growth of existing Enlarged Group Companies through the addition of complementary companies in each regional cluster. It is the Directors’ intention to acquire between five and seven companies per regional cluster, in order to achieve a capability set across complementary key emerging technologies including:

  • Digital Strategy;
  • Service Design/Customer Experience;
  • User Experience Design/User Interface/Interaction Design;
  • Software Development;
  • Systems Integration;
  • Cybersecurity;
  • Cloud Transformation;
  • Data Analytics/Science; and
  • Managed Services.

Key Strengths

The Directors believe that the Enlarged Group’s key strengths include:

  • Significant market opportunity – independent research house, International Data Corporation (IDC), estimates that the market for digital transformation services in EMEA will rise from $45 billion in 2017 to $82 billion by 20211;
  • Group platform – The Panoply provides a platform for companies which join the Enlarged Group to accelerate their organic growth through cross-selling, leveraging The Panoply brand, network, listed status and balance sheet;
  • Alignment of interests – The Panoply’s Acquisition Formula involves a significant proportion of the consideration for an acquisition being issued in Ordinary Shares thereby ensuring alignment of interests with existing shareholders. At Admission, the Vendor Shareholders will hold • per cent. in aggregate of the Enlarged Share Capital, subject to customary lock-in arrangements.
  • Decentralised operating model – The Panoply’s operating model allows companies within the Panoply Group to continue to remain entrepreneurial and creative, unstifled by bureaucracy;
    • Central control is provided by a non-executive director appointed by the Board to the board of each Panoply Group Company to provide governance as well as guidance and oversight on growth strategy and collaboration with other Panoply Group Companies;
    • The benefits of this model to clients are better outcomes, faster execution and lower cost for higher quality work.
  • Profitable and cash-generative –the Enlarged Group is profitable, cash generative and debt-free and only intends to make accretive acquisitions going forward.
  • Focused growth strategy
    • The Panoply’s Acquisition Formula is designed to attract ambitious companies, confident in their ability to grow profitably and rewards cross-selling and collaboration;
    • The Panoply’s management has an extensive network to help identify, attract and execute future acquisitions.
  • Experienced Management and Board with a proven track record – The Panoply is managed by a highly experienced executive and non-executive directors combining strong sector, public company and international mergers and acquisitions expertise with a track record of building, growing and exiting services companies.

Shareholder Engagement

The Panoply proactively engages with its shareholders and potential shareholders alike. This is through a series of mechanisms:

  • Formal announcements– as a London Stock Exchange (LSE) AIM listed company, we make all statutory announcements through the LSE’s regulatory news service (RNS). A feed is maintained on our investor area (see below). The Panoply reports formally to shareholders by the publication of its annual and half-yearly financial statements.
  • Analyst and investor presentations– the Executive Directors present the half-yearly and annual results to institutional investors, analysts and the media. The presentations are available on the investor section of the website.
  • AGM– Notification of the date of the AGM is sent to shareholders at least 21 working days in advance of the meeting. Details are set out in the Notice of Meeting. The Directors (and the auditor) are available at the AGM to answer questions, both during the course of the meeting and informally afterwards. All details can be found on the Investor Announcements and the Investor Documents pages.
  • News releases– in addition to statutory announcements, we use RNS Reach to present regular business news and updates to shareholders. We also have a full news service available on The Panoply website.
  • Interactive sessions– The Panoply’s Executive Directors arrange regular (six monthly) face to face sessions with any interested shareholders or potential shareholders, and are also available for updates at any point in the year. See contact details below.
  • Investor focused micro-site– we maintain a full section on the main Panoply website for investors. This includes the Financial Calendar and real-time RNS announcements; the latest investor documents, presentations and reports; share information and share dealing interactive feeds; this corporate governance statement; a full list of investor-related contacts.
  • LSE Profile– we also maintain a profile on the London Stock Exchange Issuer services website.
  • Investor Email– we also manage an investor email account for any direct queries – investors@thepanoply.com.

Contact with major shareholders is principally maintained by the Executive Directors, who ensure that their views are communicated to the Board as a whole. The Chair is also available to discuss governance and other matters directly with major shareholders. At every Board meeting, the Board is provided with the latest brokers’ reports and a summary of the contents of any meetings with shareholders. The Board considers that the provision of these documents is a practical and efficient way for both the Chair and Senior Independent Director to be informed of major shareholders’ opinions on governance and strategy and to understand any shareholder issues and concerns.

If you would like to know more about The Panoply as a shareholder, or potential shareholder, please contact us through our investor’s email address and we will put you in touch with one of our Executive Directors.

Social Purpose

The Panoply’s social purpose runs through the core of the company, with responsibility for it sitting at Board level. We are in the process of hiring a Social Impact Manager who will report to the CEO Neal Gandhi and work closely with Isabel Kelly one of the Non-Executive Directors. This role will be one of only a handful of employees at Group level which we believe indicates the importance placed by the Group on ensuring it makes a significant positive contribution to the communities in which it works.

Isabel has created a draft social impact strategy. Once in place, the Social Impact Manager will finalise and start to implement the strategy and programmes.

In brief, the Group will use its resources (including paid volunteer time and the Group’s technology and expertise) to improve lives, with a focus on diversity and inclusion, equality of opportunity, social mobility and talent development, and is intended to make a contribution to the UN’s Sustainable Development Goals 4, 5 & 10.

The programmes will initially focus on workforce development: training and hiring a significant percentage of The Panoply’s workforce from groups of people who need help to realise their potential.

Since September 2017, Neal has been a very active member of the Advisory Group for a post-Grenfell legacy project created by the Kensington & Chelsea Foundation, Get Into Tech: North Kensington. The project, in collaboration with Sky and REED, is providing tech training for survivors of the fire and others from the immediate surrounding area. The first cohort of students recently spent an afternoon at Manifesto understanding the work they do, and Neal is keen to give work opportunities to the cohort once they graduate in December.

The Panoply group companies already engage in social impact work: Questers focus on education through support of Teach for Bulgaria, teaching tech to girls through Django Girls, and they give grants through the Questers Fund. Social change is a fundamental part of who Manifesto are, with a high proportion of nonprofits as clients, and in addition, they volunteer in schools and run digital and career days. Not Binary have provided technology training to women in prisons and to girls through Stemettes.

The foreword to The Panoply’s Code of Conduct makes the ethos of the company very clear:

At the same time as serving our clients well, taking care of the well-being of our employees and delivering financial results, we also want to be a positive force for good. The technology industry already dominates the lives of many people in the world. Our challenge is to ensure the impact is a positive one. As you’ll see here, our approach is to ensure we balance the needs of all stakeholders; our clients, employees, investors and importantly our environment and the broader community around us.

The technology industry finds itself at a crossroads; where it must choose whether it produces sustainable outcomes for all stakeholders or not. This is a conscious choice, we can decide whether questionable content reaches impressionable viewers, whether built-in obsolescence force the upgrade cycle, whether automation creates job losses where adequate retraining plans are not put in place or whether democracy can be undermined.

Because of the type of work we undertake, we will find ourselves having to make these kinds of choices. I hope this Code of Conduct provides guidance on how to make those choices. We would like history to judge The Panoply as having made the choice for sustainability, and we believe in doing so will create a long-term, financially strong company.