20th Jan 2005 07:00
IP2IPO Group PLC20 January 2005 For immediate release 20 January 2004 Acquisition of Techtran Group Limited and Appointment of Executive Directors IP2IPO Group plc ("IP2IPO" or the "Company") (AIM: IPO), the intellectualproperty company that commercialises university technology, is pleased toannounce it has completed an acquisition of the entire issued share capital ofTechtran Group Limited ("Techtran") (the "Acquisition"). IP2IPO originally acquired 20% of Techtran's then issued share capital in July2004. The Acquisition places an implied value of £20 million on Techtran and thetotal consideration payable under the Acquisition is £16.1 million. Theconsideration, payable immediately, is 1,862,610 IP2IPO Ordinary shares of 10peach (the "Consideration Shares") and £4 million in cash. At the date of Acquisition, Techtran has approximately £1.8 million of cash onits balance sheet. As of 31 December 2004, Techtran had net assets ofapproximately £1.7 million and for the eight months to 31 December 2004,recorded losses of £0.7 million. Background to the acquisition Techtran was set up in 2002 to commercialise university intellectual propertyunder a long-term technology commercialisation contract with the University ofLeeds. Under the terms of the contract Techtran receives a significant (30%)interest in spin-out companies created and technology licences negotiated, inreturn for the provision of technology transfer services to the University. Under the terms of the commercialisation partnership with the University ofLeeds, Techtran has built a portfolio of interests in 13 spin out companies andhas developed a strong pipeline of new opportunities. Techtran has concentratedon forming early stage companies with commercially focussed business models. Asa result, a large proportion of the portfolio is currently revenue generating ata break-even or profitable level. The University of Leeds was rated as one of the UK's top ten universities forresearch in the most recent national Research Assessment Exercise. It has anannual turnover of some £340 million and in 2003 had total research income ofmore than £100 million. It has been a pioneer of intellectual propertycommercialisation in the UK and was the first UK university to set up adedicated technology transfer function. One of the University's most successfulspin-out companies has been GMAP, which developed geographical modellingsoftware to identify patterns in customer behaviour. Reasons for the Acquisition IP2IPO believes that the Acquisition is an important and very positive strategicstep. • The Acquisition of Techtran has resulted in the enlarged group having a partnership with the University of Leeds, which is highly complementary to IP2IPO's existing partnerships with the Universities of Oxford, Southampton, York and King's College London. IP2IPO's strategy is to partner with the UK's top research-led universities and the University of Leeds not only has a strong reputation for the quality of its research but is one of the top ten universities in the UK by research income. • Techtran has established a strong team to manage its partnership with the University of Leeds and that team has already built up a track record of successfully identifying new IP opportunities, forming spin-out companies and helping those spin-out companies to develop. • As a result of the Acquisition, IP2IPO and the University of Leeds have already entered into discussions to extend the scope of the partnership with respect to the establishment of a £5 million venture capital fund for University of Leeds spin-out companies. • Techtran has an exciting portfolio of existing interests in spin-out companies from the University of Leeds and IP2IPO anticipates that these interests will result in significant cash returns for the enlarged group. • The Acquisition consolidates IP2IPO's position as the UK's leading university IP commercialisation company. Lock-ins The sellers of Techtran have agreed to certain lock-in arrangements as follows: • Save in limited circumstances, staff and management of Techtran with a continuing role in the enlarged group have agreed not to dispose of the 284,041 Consideration Shares that they receive directly, without the consent of IP2IPO for a period of 2 years following the Acquisition. • Save in limited circumstances, the other sellers of Techtran have agreed not to dispose of the 1,578,569 Consideration Shares which they receive directly, without the consent of IP2IPO for a period of 1 year following the Acquisition. Appointment of directors Mr Alan John Aubrey, 43, (Techtran's former Chief Executive Oficer) and DrAlison Margaret Fielding, 40, (Techtran's former Chief Operating Officer) havetoday joined the Board of IP2IPO. Alan Aubrey and Alison Fielding will receive150,973 and 75,526 Consideration Shares directly, as a result of theAcquisition. Both Alan Aubrey and Alison Fielding own shares in Axiomlab Groupplc, a company which, as a result of the Acquisition, has acquired an indirectinterest (through certain of its subsidiaries) in 1,483,217 ConsiderationShares. Prior to joining Techtran, Alan Aubrey was a partner in KPMG where hespecialised in corporate finance advice to technology-based growth businesses.He has worked on over 75 transactions, helping businesses to raise more than£200m. In 2001, Alan became a director in Axiomlab Group plc, Techtran's formerparent company where he also led the negotiations with the University of Leeds. Prior to her role at Techtran, Alison Fielding spent five years at McKinsey &Co, where she consulted primarily to the pharmaceutical and health care sectors.Previously, Alison spent four years as a development chemist for Zeneca,performing technical roles in the specialty chemicals and agrochemicalsdivisions. In that position she gained significant experience of developingtheoretical research into commercially useful technology. The following information is provided in accordance with paragraph 15 andschedule 2f of the AIM Rules: Alan Aubrey: (a) in addition to Techtran Group Limited and its subsidiarycompanies, has held the following directorships during the past 5 years:Axiomlab Group plc, Empiricom Technologies Limited, Energetix Group Limited,Thermetica Limited, Flexisols Limited, Proactis Group Limited and KPMG; (b) hasno unspent convictions in relation to indictable offences; (c) has not had anybankruptcy order against him or entered into any voluntary arrangement; (d) hasnot been a director of any company which has been placed into receivership,compulsory liquidation, creditors' voluntary liquidation, administration orwhich has entered into any company voluntary arrangement or any composition orarrangement with its creditors generally or any class of its creditors, at thetime of or within 12 months preceding such event; (e) has not been a partner ofany partnership which has been put into compulsory liquidation, administrationor entered into partnership voluntary arrangements, at the time of or within 12months preceding such event; (f) has not had a receivership of any asset or of apartnership where he was a partner, at the time of or within 12 months precedingsuch event or (g) has not been publicly criticised by any statutory orregulatory authorities (including recognised professional bodies) or ever beendisqualified by a court from acting as a director of a company or from acting inthe management of the affairs of any company. Alison Fielding: (a) has held the following directorships during the past 5years: Kiltrock Limited; (b) has no unspent convictions in relation toindictable offences; (c) has not had any bankruptcy order against her or enteredinto any voluntary arrangement; (d) has not been a director of any company whichhas been placed into receivership, compulsory liquidation, creditors' voluntaryliquidation, administration or which has entered into any company voluntaryarrangement or any composition or arrangement with its creditors generally orany class of its creditors, at the time of or within 12 months preceding suchevent; (e) has not been a partner of any partnership which has been put intocompulsory liquidation, administration or entered into partnership voluntaryarrangements, at the time of or within 12 months preceding such event; (f) hasnot had a receivership of any asset or of a partnership where she was a partner,at the time of or within 12 months preceding such event or (g) has not beenpublicly criticised by any statutory or regulatory authorities (includingrecognised professional bodies) or ever been disqualified by a court from actingas a director of a company or from acting in the management of the affairs ofany company. Commenting on today's announcement, David Norwood, Chief Executive Officer ofIP2IPO said: "The acquisition of Techtran is excellent for IP2IPO. Techtran'spartnership with the University of Leeds is the group's fifth top-tieruniversity relationship and further consolidates our position at the forefrontof a very exciting trend." For more information please contact: IP2IPODavid Norwood, Chief Executive Officer 020 7067 1651 Buchanan CommunicationsMark Court, Mary-Jane Johnson 020 7466 5000 TechtranAlan Aubrey 07866 436737 University of LeedsVanessa Bridge 0113 343 4030 Notes for editors About IP2IPO IP2IPO is an intellectual property (IP) company that specialises incommercialising university technology. The Company was founded in 2001 andlisted on AIM in October 2003. IP2IPO's first partnership was with theUniversity of Oxford. In return for an investment of £20 million, IP2IPO hasacquired 50 per cent of the University of Oxford's equity in spin-out companiesand technology licenses based on intellectual property created at the ChemistryDepartment until 2015. In November 2003, IP2IPO created a £5 million seedcapital fund for investing in spin-out companies across the University ofOxford, not just those originating within the Chemistry Department. In March 2002, IP2IPO entered into a second long-term partnership with theUniversity of Southampton. Under the terms of this partnership, IP2IPO iscommitted to working with the University of Southampton in the identificationand facilitation of spin-out companies from across the University of Southamptonand to investing £5 million in early-stage University of Southampton spin-outcompanies over a four year period in return for equity stakes in thosecompanies. In addition, IP2IPO also received a 20 per cent stake in SouthamptonAsset Management Limited, a company that has been formed to hold theUniversity's equity stakes in its future spin-out companies. The partnership hasa term of at least 25 years. IP2IPO entered into its third long-term partnership in May 2003 with King'sCollege London. IP2IPO will work with King's College London to help identify andprogress commercialisation opportunities as well as invest £5 million in seedcapital in spin-out companies from King's College London over a five year periodin return for equity stakes in those companies. In addition, IP2IPO will receive20 per cent of King's College London's equity in spin-out companies andtechnology licenses. The partnership has an initial term of 25 years. In October 2003, IP2IPO announced a fourth partnership with the Centre for NovelAgricultural Products ("CNAP"), based at the University of York. CNAP is aflagship research centre that specialises in plant and microbial gene discovery.Under the terms of the partnership a new company, Amaethon Limited, has beencreated which has the right to commercialise CNAP's IP for 25 years. IP2IPO hascommitted to invest £1.15m in Amaethon Limited in return for a one third equitystake in Amaethon Limited (the remaining equity being owned by the University ofYork) and will also invest in the spin-out companies based on CNAP's IP whichAmaethon Limited creates. In June 2004, IP2IPO acquired Top Technology Ventures Limited, an investmentadviser to early stage technology funds. This combines IP2IPO's expertise in thecreation of new ventures based on world leading university IP with TopTechnology's focus on making early stage venture capital investments. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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