Good morning, everybody, and welcome, and thank you for joining today's call. Hopefully, everyone would have seen the announcement this morning, detailing the proposed divestment of First Derivative. In the room, we have Seamus Keating, CEO, Ryan Preston, CFO, and Ian Mitchell, head of IR. We'll start the call with an intro from Seamus and then move on to an analyst Q&A. If you'd like to participate in the Q&A, I'd like to ask a question. Please raise your hand using the function on Zoom, and we'll get around to you and mute, unmute your line. So with that, I'd like to pass you on to Seamus for his opening remarks. Seamus? Great. Thank you, Joshua. Good morning, everybody, and welcome to the call today. We got Ryan joining us from Dublin and Ian, our head of IR, here with us in London. So the headlines of this morning's announcement are the sale of First Derivative, our consulting services division to EPAM Systems, global IT services and digital transformation and consultancy. Price is GBP 230 million Enterprise Value. That amounts to about 13.5 x Adjusted EBITDA for the previous year and about 1.4 x revenue. And as we said in the announcement, we expect to complete the transaction by the end of 2024. The backdrop to today's announcement, I guess, goes back just about twelve months when we announced the review of the optimal structure of the group. Then in March this year, we announced the decision to create that optimal structure with the divestment of First Derivative. And also at that time, the announcement of the combination of our third and smallest business, MRP with CONTENTgine to create a bigger business where we had a smaller stake in it, and that's now an associate investment on our balance sheet. So that's the backdrop. We set out to do the divestment of First Derivative. We've had a competitive process, which has been running through the summer. We had lots of good interest in the business, and believe that with what we've achieved today, it's a very attractive price for the First Derivative business. The additional benefits are that it allows us to focus absolutely on KX. You'll see from the announcement this morning that KX is performing in line with the guidance we set out at the beginning of the year, with a good first half. Again, confirming our guidance for the full year for the KX business. So that's an important part of what we set out here this morning. With the deal today, KX is funded to get to cash generation. And we're again confirming the time given for that cash generation, which I'll talk about in a moment. We believe that EPAM would be a great owner of the business, given its global scale, its depth of engineering. For EPAM, they see a strong partner in First Derivative, bringing them the domain in capital markets to drive, you know, greater engineering growth across the rest of their business. They will also be a strong partner for the KX business going forward with that engineering expertise, and of course, their exposure to multiple sectors, helping KX to grow in some of those sectors. And of course, the final important benefit of the transaction today is our intention to return capital to shareholders as a component of that. We're not today announcing the quantum of that return or the method of that return, but we'll take the opportunity to consult and to come back with that with our interim results next month. Overall, here with the transaction today, we're setting out an exciting future. With KX as a pure-play, high-growth software business, funded to deliver on the exciting growth plans that we've got out there. We're reiterating our confidence in our growth guidance for KX. That growth guidance going out into the years beyond this year, of more than 25%. Our confidence in KX getting to positive cash flow within two years, in line with the guidance that we set out earlier in the year. We're very excited about setting out this transaction today. We are heading on to complete the transaction by the end of the year. At this point, I'd like to hand over and take any questions that you might have. Once again, please use the Raise Your Hand function on Zoom, and we'll then open the line and allow you to ask the question. Okay, we've got a few hands up already. We'll start with Patrick O'Donnell. Patrick, would you open your line? Can you hear me there? Loud and clear. Great. Look, a couple of questions from me. I mean, the first one really is, with the proceeds, could you sort of give a bit more, detail around where the investment, in particular in KX, will go to? Is it route to market, is it sales, marketing, et cetera? Just any detail on that. And secondly, on the trading update, in terms of the overall, I suppose, performance of KX, is there anything in particular that's standing out, you know, in terms of client take-up or, you know, speed of getting to market with that client, relative to, say, H2 last year, any improved momentum noticed in the business? That'd be great. Thank you. Okay. Thank you, Patrick. So, your first question around the KX investment, we've set out our KX investment plans earlier in the year. You know, this is not additional investment KX over and above what we set out to get to cash flow breakeven within two years. And those investments that we continue to make, you know, within that guidance, you know, are around the go-to-market, working with our direct sales channels, but also the partnerships that we've outlined over the last couple of years. So we continue to make those investments. And, you know, it is not about incremental investment beyond that. Yeah. Then, the sort of second part of your question, really around the performance in the first half, you know, we set out guidance around our ACV, additional contracts earlier in the year, that we would be between GBP 6 million and GBP 8 million for the first half. We're at GBP 7.4 million. We're very satisfied with that progress that, you know, we've achieved the guidance that we set out. But in addition to that, I think based on the pipeline that we've built, looking to the second half, you know, we're very comfortable in the guidance that we've given for the full year, GBP 16 million to GBP 18 million. Some of the color, you know, around the first half is that it's, you know, well spread between new logos and existing clients. A good mix between the capital markets part of the business and some of the newer sectors. We'll give lots more of the detail around this, and actually we'll present it in detail when we get to the interim results next month, but we feel it's been a very solid, you know, first half, you know, of delivering in the first half, and also continuing to build the foundations to give us the confidence, both in the second half of this year, but equally importantly, you know, the growth going into next year, where we said we expect, you know, our growth rate to increase, so overall, I think a very solid first half in the KX business, and very confident in our outlook. Thanks very much. Could I just ask one last one? Just what you've mentioned in the statement around EPAM and what they can do for KX. Like, would that have made them... Would that have been a principal factor in EPAM being the clear preferred buyer for the business? How meaningful is, I suppose, their extra potential to accelerate KX growth? Yeah. I wouldn't say it was a principal factor. You know, we set out to do this divestment so that KX was the standalone, you know, software business in the group. We had a competitive process, lots of interest, you know, both strategic and also private equity interest. You know, our priorities were, you know, that we got a good price for the business, and very highly confident of being able to deliver on the transaction. You know, those were very important. Additionally, I think we believe that EPAM is a great owner for all of the employees of the FD business. And of course, also, you know, the customer base, where, you know, there are a number of common customers, and that ability, you know, with First Derivative's domain knowledge, and capital markets to drive engineering was an important part of EPAM's consideration, their strategic consideration in acquiring the business. So there's never one single factor, but the combination, you know, of price, deliverability of the transaction, you know, and it being a great partner and a great home, you know, for the FD business going forward. It's very clear. Thank you. Thank you, Patrick. Once again, if you'd like to ask a question, use the Raise Your Hand function, and we'll open your line. No more questions. I think Patrick must have asked them all. Oh, we've got a question from Roger Phillips. Roger, just open your line. Go ahead, Roger. Hi. What happens to your cash flow guidance as a result of First Derivative exiting the business? Because presumably, as a profitable and cash generative part of the business, that might change underlying guidance somewhat out to 2027. Good question for the CFO. Morning, Roger. Our guidance on KX remains unchanged. We said this year our Cash EBITDA would be in line with last year, and we are still fully focused on getting to cash generative in full year 2027. Obviously, we won't have any net debt, because we'll use the proceeds to pay down our net debt. We're still focused on KX and getting that to be cash generative. ... Okay, thank you. And then in terms of the pipeline activity for KX through the first half, where would you say you are in terms of that pivot to pure product away from solution and sort of related churn to that running through the financials? Is that now in the rearview mirror, or what's the commentary around that? I think we haven't. We're not changing our view of the mix of, you know, software and services within the KX, within the KX revenue. As I said, Roger, you know, we feel good about the development of the ACV in the first half, and also the development of the pipeline, you know, for the second half, and of course, increasingly now for next year. And, you know, it does all, you know, come from making it easier to use, easier for a customer to get to value. I think some of what we've seen as we've come through the, you know, the first half, I think, starts to demonstrate that, you know, very significantly. You know, particularly I think on the capital market side, you know, with some of the smaller financial institutions, you know, being able to get up and running very quickly, you know, get value very quickly, and we can see those new customers bringing us significant growth opportunity as they expand in subsequent years. I think we see those opportunities coming through very strongly around some of the partnerships that we've spoken about over the last year or so, so very comfortable with the progress that we're making and the foundations we're laying to get to those higher levels of growth and to get to them consistently, you know, looking out over the next two to three years. Okay, understood. Thank you. One last one, if you don't mind. Is there anything that EPAM adds, particularly in terms of a vertical market exposure or customer segment that is interesting? Yeah. I think areas like the breadth of their manufacturing exposure, high-tech manufacturing, and probably life sciences, and I think also in the world of telecoms, probably some interesting areas where, you know, their breadth of exposure and number of large enterprise customers, you know, is quite attractive. Okay. Thank you very much. Thank you, Roger. Next up, we have a question from Martin O'Sullivan. Martin, I'll just open your line. Yes, uh- Go ahead, Martin. Thanks. Yeah, thanks very much. Hopefully, you can hear me. Just a quick one on the go-to-market strategy. Are you pretty happy with the tweaks you've made to go-to-market strategy within KX, or do you think there's more to be done there? Sorry, I didn't quite hear your question. It was a little broken up, Martin. Are we happy with the progress- Sure, yeah. I I was just... Yeah, you've made some tweaks to go-to-market strategies within KX. Yeah. Are you pretty happy with the changes you've made, or do you think there's more to be done? Yeah. We're very satisfied with the progress that we've made, you know, during the first half of the year. And I think, you know, that progress is helping us to be confident in the forecasts that we set out. The new team, you know, under Fintan joined us in the beginning of February, is expanding the team, continuing to drive, you know, all of the process and the discipline around the pipeline, the forecasting. And I think really the, you know, focus that we set out earlier in the year, you know, around a smaller number of verticals, I think is really paying dividends. Because in doing that, you can be very clear that each opportunity is one that you've been able to deliver something very similar to it before, to a similar type of customer. You know how it meets their need, you know how quickly they get to value. And I think building, you know, on that experience and that momentum, you know, is increasingly paying dividends, you know, as we go through the year. And then as, you know, some more of the salespeople, you know, come into the business and, you know, get up to speed, we'll see, you know, that increasing growth that we've set out, you know, looking to the second half of this year and next year. That's fantastic. Thanks very much. Next up, we have George O'Connor. George, I'll just open your line now. You should be free to talk. George, can you hear us? Sorry, excuse me. I've just had another pop-up came up. Firstly, good job on EPAM. A good hold, great timing on their part, and good home for the staff. Turning to KX, we've started to see that environment shake up competitively of late. So clearly, I don't want you to give sort of, you know, full interims, but any changes on the pricing environment? And secondly, KX is a portfolio, so any sort of general clarity in terms of how the products have progressed. And then sort of thirdly, we need to, as the capital markets world needs to change our thinking about the company. Think of you more as a MongoDB or a sort of Datadog kind of company. Any general tips you would have as we go on that journey? Many thanks. Thank you, George. I think these are probably questions that we can delve into in a bit more depth when we come out with the interims in November. But, as I said, we're very satisfied with the progress that we've made and continue to make, you know, across the vertical markets that, you know, we set out earlier in the year. I think the products that we see, you know, great traction in are things like our Python KX solution. You know, making it easy for a much bigger audience, you know, of developers to work with the product, get up and running quickly, and add value quickly. And also, I mentioned the work with some of our partners, you know, where the infrastructure, you know, is already there and available for customers to get up and running and not have to worry about. I think those are some of the things that progressed well, you know, during the last six months, give us sort of confidence in our guidance looking out to the rest of the year and next year. But I think in terms of, you know, comparisons to what else is out there in the competitive landscape, you know, we feel increasingly confident in what we're doing, the problems we're solving for customers, and our ability to solve them sort of faster, better, more efficiently, and generally at a lower total cost of ownership than any of the other solutions that are out there. But we will take the opportunity with the interims to, I guess, give you a refresh on that, and we'll have Ashok and any of the team to do that when we come out with the interims in November. Good job on the transaction. Many thanks. Thank you, George. Final call for any questions. Once again, use the Raise Your Hand function, and we'll unmute the line. Okay. Okay. Thanks so much, everybody, for joining the call. Obviously, if you have any kind of final questions that you think of after this call, please send an email to the team and we'll share them with Seamus, Ryan, and Ian. Great. Thank you for joining us this morning. Thanks, all. Cheers, guys.`
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