10th May 2007 08:15
IDOX PLC10 May 2007 IDOX plc 10 May 2007 IDOX plc ("IDOX" or the "Company") Acquisition and Placing The Board of IDOX plc (AIM:IDOX), is pleased to announce the acquisition of CAPSSolutions Limited ("CAPS") for a cash consideration of £21 million. The consideration will be satisfied by bank debt and an equity fundraising to becompleted pursuant to a conditional placing which has been undertaken by Noble& Company Limited ("Noble"). The conditional placing, which was substantiallyoversubscribed, will involve the issue to institutional and other investors of146,666,667 new ordinary shares of 1p each at 7.5p per share, raising £11million before expenses. Completion of the acquisition of CAPS is expected totake place (subject, inter alia, to shareholder approval) on 6 June 2007. Highlights • IDOX has agreed to acquire CAPS, a privately owned, profitableUK-based company focused on the provision of software solutions, primarily tolocal authorities. • The consideration for the acquisition, which will constitute a reversetakeover under the AIM Rules, is to be satisfied by a cash payment of £21million. In order to finance in part the acquisition and provide the EnlargedGroup with sufficient working capital, the Company proposes to raise £11 million(£9.6 million after expenses) by way of a Placing of 146,666,667 new ordinaryshares at 7.5p per share. In order to satisfy the remainder of theconsideration, the Company has entered into committed bank facilities with Bankof Scotland totalling £11.6 million. • The Board believes that the acquisition of CAPS is in line with IDOX'sstated strategy of focusing on providing software, solutions and services togovernment and related bodies. The acquisition will provide IDOX withsignificant earnings enhancement, synergistic revenue and cost reductionopportunities and an opportunity to increase market share of the Enlarged Groupin the local authority sector. It will also create a strategic partnership withESRI (UK) Ltd, the UK's leading Geographic Information Systems (GIS) softwareprovider. • CAPS believes that it is the UK market leader in case managementsolutions which are spatially enabled and which are developed exclusively forlocal government departments and agencies, bringing together information aboutland, people and property. CAPS works closely with local authorities to delivertechnology products and services that drive efficiencies, delivering a betterservice to citizens and businesses whilst helping local authorities to meete-government targets. • The combination of the two businesses will result in an Enlarged Groupwith pro forma historic sales of over £29 million per annum, which the Directorsbelieve will provide the Enlarged Group with increased credibility to bid forlarger, more complex contracts. The complementary products and services willalso present the Group with considerable cross-selling opportunities. • On completion of the transaction Steve Ainsworth, currently ManagingDirector of CAPS, will assume the role of Chief Executive Officer of theEnlarged Group. Richard Kellett-Clarke will assume the role of Chief OperatingOfficer. Martin Brooks will revert to his former role as Chairman. Commenting on the acquisition, Martin Brooks, Chairman said: "The acquisition of CAPS is a transforming transaction for IDOX, creating astrong, profitable business with positive cash flow and significant recurringrevenue streams. We will be able to provide our many local authority and othercustomers with a significantly enhanced capability going forward. I amparticularly pleased that Steve Ainsworth and his team from CAPS are joining us.Steve will be taking on the role as Chief Executive Officer on completion of theacquisition, which I have been fulfilling on an interim basis for the last year." Dr Richard Waite, Managing Director of ESRI (UK) Ltd added: "Whilst we are sorry that CAPS is leaving the ESRI Holdings group, we fullysupport this change as we recognise the strategic opportunities it will bringfor both CAPS and IDOX. ESRI (UK) has been a committed business partner to bothCAPS and IDOX and we look forward to the positive relationships we havedeveloped with both companies continuing and growing in the future." The admission document published in connection with the acquisition and there-admission of IDOX following shareholder approval of the acquisition has beenposted to shareholders and prospective placees today. Copies of the admissiondocument are available during normal business hours, free of charge, from IDOX'sregistered office at 2nd Floor, Times Square, 160 Queen Victoria Street, LondonEC4V 4BF and from the offices of Noble & Company Limited at 120 Old BroadStreet, London EC2N 1AR, and will remain available for at least one monthfollowing admission. A research note will be available on the IDOX website at www.idoxplc.com For further information, call: IDOX plcMartin Brooks, Chairman & Interim CEO 0870 333 7101Richard Kellett-Clarke, CFO 0870 333 7101 Noble & Company LimitedMatthew Hall, Director 020 7763 2200 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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