4th Dec 2009 07:01
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY THE INNOVATION GROUP PLC IN CONNECTION WITH THE PROPOSED CAPITAL RAISING. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE AND, OTHER THAN IN CERTAIN JURISDICTIONS, ON ITS WEBSITE AT WWW.INNOVATION-GROUP.COM.
4 December 2009
THE INNOVATION GROUP PLC
Proposed Firm Placing and Placing and Open Offer at 10 pence per share
The Board of The Innovation Group plc ("Innovation" or the "Company") announces today that it is proposing to raise approximately £21.0 million by way of a Firm Placing and Placing and Open Offer of new Ordinary Shares.
£12.6 million will be raised, before expenses, through a Firm Placing of 126,000,000 new Ordinary Shares at 10 pence per Firm Placed Share; and
£8.4 million will be raised, before expenses, through a Placing and Open Offer of 84,019,700 new Ordinary Shares at 10 pence per Open Offer Share.
The Issue Price represents a 14.9 per cent. discount to the Closing Price of 11.75 pence per Ordinary Share on 3 December 2009 (being the last trading day prior to the date of this announcement).
The New Issue is being fully underwritten by Investec, on, and subject to, the terms of the Underwriting Agreement.
The New Issue is conditional on, among other things, the approval of Shareholders at a General Meeting to be held at 10:00 a.m. on 21 December 2009. Details relating to the General Meeting will be contained in the prospectus concerning the Firm Placing and Placing and Open Offer (the "Prospectus"). If the Resolutions are passed and the other conditions to the Firm Placing and Placing and Open Offer are satisfied, it is expected that dealings in the New Shares will commence at 8:00 a.m. on 22 December 2009.
The Prospectus will be sent to Qualifying Shareholders later today, together with a Form of Proxy and Application Form. Further details of the Firm Placing and Placing and Open Offer are set out in this announcement and in the Prospectus.
The Group today separately announces its Annual Financial Report for the year ending 30 September 2009.
Summary and Highlights
Innovation operates in a global market for the provision of BPO services to the insurance industry. A significant number of its competitors are substantially larger businesses and are well capitalised. This has positioned Innovation at a relative disadvantage when seeking to contract with large insurance companies, notwithstanding the strength of its technology offering.
The Board believes that following the Firm Placing and Placing and Open Offer, Innovation's financial position will be materially improved. As a consequence, Innovation will be better placed with existing and new customers to secure and service both larger and an increasing number of BPO contracts.
The Board believes that Innovation should in the future be able to achieve improved profitability and cash generation through the deployment of capital to fund a number of projects which will deliver enhanced efficiency in the Group and improved commercial terms with customers and partners.
This summary should be read in conjunction with the full text of this announcement.
For further information, please contact
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Innovation Group |
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Andy Roberts, Executive Chairman Jane Hall, Group Finance Director |
Tel: +44 (0)1489 898 300 |
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Financial Dynamics |
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Ed Bridges Juliet Clarke Matt Dixon Erwan Gouraud |
Tel: +44 (0) 20 7 831 3113 |
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Investec (Sponsor, Financial Adviser, Broker and Underwriter) |
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Andrew Pinder Patrick Robb Devin Kohli |
Tel: +44 (0) 20 7 597 5970 |
IMPORTANT INFORMATION
This announcement is for information only and does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for, securities of the Company in the United States or in any other jurisdiction. This announcement should not be forwarded, published or distributed directly or indirectly, in or into the United States or any other jurisdiction in which it may be unlawful to do so.
This announcement has not been approved by the Financial Services Authority or by any other regulatory authority. This announcement is an advertisement and not a prospectus and Qualifying Shareholders should not subscribe for or purchase any securities referred to in this announcement except on the basis of information provided in the Prospectus which is expected to be published by the Company later today. Copies of the prospectus will, following publication, be available for inspection at the Company's registered office at Yarmouth House, 1300 Parkway, Solent Business Park, Whiteley, Hampshire, PO15 7AE, United Kingdom, at the Company's website at www.innovation-group.com (other than in certain jurisdictions) and at the UK Listing Authority's Document Viewing Facility, which is situated at 25 North Colonnade, Canary Wharf, London, E14 5HS.
Securities may not be offered or sold in the United States unless they are registered under the US Securities Act or are exempt from such registration. The New Shares, Basic Entitlements, Excess CREST Open Offer Entitlements and Application Forms have not been and will not be registered under the US Securities Act or under any securities laws of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States at any time without registration or pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with state securities laws. There will be no public offer of the new Ordinary Shares in the United States.
The new Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the new Ordinary Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
The information contained in this announcement is not for release, publication or distribution to persons in the United States, Canada, Australia, New Zealand, Japan or The Republic of South Africa or in any jurisdiction where to do so would breach any applicable law. The New Shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws. The availability of the Firm Placing and Placing and Open Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
Investec is acting as sponsor, financial adviser, broker and underwriter to Innovation in respect of the Firm Placing and Placing and Open Offer.
This announcement has been issued by and is the sole responsibility of Innovation. No representation or warranty, express or implied, is or will be made as to, or in relation to, and (apart from the responsibilities and liabilities, if any, which may be imposed on Investec by the FSMA) no responsibility or liability is or will be accepted by Investec or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefore whether arising in tort, contract or otherwise is expressly disclaimed.
No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by Innovation or Investec. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this Announcement or that the information contained in it is correct at any subsequent date.
Investec is acting for Innovation and no one else in connection with the Firm Placing and Placing and Open Offer and will not regard any other person as a client in relation to the Firm Placing and Placing and Open Offer and will not be responsible to anyone other than Innovation for providing the protections afforded to their respective clients or for providing advice in relation to the Firm Placing and Placing and Open Offer or any matters referred to in this announcement.
Certain statements made in this announcement constitute forward-looking statements. Forward-looking statements can be identified by the use of words such as "may", "will", "should", "predict", "assurance", "aim", "hope", "risk", "expect", "intend", "estimate", "anticipate", "believe", "plan", "seek", "continue" or other similar expressions that are predictive or indicative of future events. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Group's expectations, intentions and beliefs concerning, amongst other things, the Group's results of operations, financial position, growth strategy, prospects, dividend policy and the industries in which the Group operates, are forward-looking statements. By their nature, such forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Group and its Directors, which may cause the actual results, performance, achievements, cash flows, dividends of the Group or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. As such, forward-looking statements are no guarantee of future performance.
Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. Among the important factors that could cause the Group's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic conditions in the relevant markets of the world, market position of the Company or its subsidiaries, earnings, financial position, cash flows, return on capital and operating margins, political uncertainty, the actions of competitors, activities by governmental authorities such as changes in taxation or regulation, changing business or other market conditions and general economic conditions and such other risk factors identified in the "Risk Factors" section of the Prospectus. Forward-looking statements should, therefore, be construed in light of such risk factors and undue reliance should not be placed on forward-looking statements. These forward-looking statements speak only as of the date of this announcement and are not intended to give assurance as to future results.
No statement in this announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of Innovation for the current or future financial years would necessarily match or exceed the historical published earnings per share of Innovation.
Neither the content of Innovation's website (or any other website) nor any website accessible by hyperlinks on Innovation's website (or any other website) is incorporated in, or forms part of, this announcement.
THE INNOVATION GROUP PLC
Proposed Firm Placing of 126,000,000 new Ordinary Shares at 10 pence per new Ordinary Share and Placing and Open Offer of 84,019,700 new Ordinary Shares at 10 pence per new Ordinary Share
Introduction
The Board of Innovation announces today a share issue to raise gross proceeds of approximately £21.0m (approximately £19.7m net of expenses) by way of the issue of 210,019,700 new Ordinary Shares at 10 pence per New Share through the Firm Placing and Placing and Open Offer. 126,000,000 of the New Shares will be issued through the Firm Placing and 84,019,700 of the New Shares will be issued through the Placing and Open Offer. The Issue Price of 10 pence per New Share represents a discount of approximately 14.9 per cent. to the Closing Price of 11.75 pence per Ordinary Share on 3 December 2009 (being the last trading day prior to the date of this announcement).
The New Issue is being fully underwritten by Investec subject to, and in accordance with, the terms and conditions of the Underwriting Agreement.
The Group today separately announces its preliminary results for the year ending 30 September 2009.
Information on Innovation
The Group, which is headquartered in Whiteley, Hampshire, is a solution provider primarily to the insurance industry through the provision of technology-led business process outsourcing services and specialist technology. Its principal offices are situated in the United Kingdom, Germany, France, Spain, South Africa, Australia, New Zealand, United States of America, Canada and Pakistan. The Group also provides services to the vehicle fleet and leasing and automotive manufacturing (warranty repair and maintenance) markets.
These services and solutions are designed to provide clients with significant savings on claim settlement and vehicle management costs whilst enabling them to achieve high levels of customer satisfaction. The Group has core competencies in the provision of first-notice-of-loss administration, repair management, loss assessing, full claims handling, supplier network management and provision of management information. Additionally, as a provider of technology to insurance companies, it builds and operates the underlying business systems that are required to manage claims administration and policy processes. This technology can be used to complement the Group's outsourcing services or implemented on a stand-alone basis for clients. The Group provides its services on a non-branded basis and does not perform underwriting functions.
As a leading specialist technology-led BPO provider, the Group continues to innovate and create new products for its clients. The Group licences these products both directly to clients and through partners such as IBM and Symbility Solutions Inc. ("Symbility"). The Group's focus is on providing a responsive and sustainable service which exceeds customer expectations and helps them to meet their needs for efficiency, productivity and profitability. Operating as a single client-centric organisation the goal is to globally service more clients with more incidents. Revenue is analysed between outsourcing and software, although this analysis is not available at any profit level.
The Group delivers services to some of the largest insurance and vehicle fleet operating businesses in the world, including Aviva, AVIS, Hertz, Ford Motor Company of South Africa, Toyota (South Africa), Halifax General Insurance, The Insurance Australia Group, Jaguar Drive Plan (South Africa), AXA Insurance, Sonpo 24 Insurance (Japan), Zurich and RSA Insurance Group plc.
Background to and reasons for the New Issue
Innovation operates in a global market for the provision of BPO services to the insurance industry. A significant number of its competitors are substantially larger businesses and are well capitalised. This has positioned Innovation at a relative disadvantage when seeking to contract with large insurance companies, notwithstanding the strength of its technology offering.
The Board believes that following the Firm Placing and Placing and Open Offer, Innovation's financial position will be materially improved. As a consequence, Innovation will be better placed with existing and new customers to secure and service both larger and an increasing number of BPO contracts.
The Board believes that Innovation should in the future be able to achieve improved profitability and cash generation through the deployment of capital to fund a number of projects which will deliver enhanced efficiency in the Group and improved commercial terms with customers and partners.
Use of proceeds and financial effects of the New Issue
The majority of the proceeds from the Firm Placing and Placing and Open Offer will be used to fund part repayment of monies currently owed by Inthutuko Investments Limited to Barclays Bank PLC under the terms of the black economic empowerment loan dated May 2007, investment in its business in Germany, the United States of America and the United Kingdom and the acquisition of specialist intellectual property to support potential client wins. Monies not expended for these purposes will be used to strengthen the balance sheet and for working capital purposes to support the Group's strategy.
The Board considers the Firm Placing and Placing and Open Offer to be a suitable fundraising structure as it will allow access to new investors to broaden the Company's shareholder base, whilst providing existing Shareholders with the opportunity to participate in the fundraising to an extent through the Open Offer.
Current trading and prospects
Over the last year, the Directors have responded to reduced economic activity across the globe and significantly reduced claims volumes in all territories during the year to 30 September 2009 by:
• undertaking a rigorous cost reduction programme, which was fully implemented in the year to 30 September 2009 and was designed to re-size the BPO businesses to match the lower levels of claims volumes being experienced by the Group. During the year, this programme achieved annualised savings of approximately £6.0m. The programme was financed out of operating cash;
• making up the revenue shortfall experienced as a result of the reduction in the volume of claims through the sale of specialist technology. Significant contract wins include a contract with Symbility, announced on 23 July 2009, which is expected to generate revenues of approximately £4.0m and a £3.7m software and services contract with a large UK retail bank, announced on 17 September 2009; and
• winning more outsourcing business from existing clients thereby bringing substantial benefits to the Group in 2010 and reducing the need for one-time licence fees to achieve targeted levels of profitability in the future.
In April 2009, the Group announced the release of its product "Innovation Insurer". Innovation Insurer is a proprietary technology product which delivers comprehensive functionality to manage policy, claim and analytics business functions on a single platform. Customers may elect to take a complete end-to-end application (policy, claims and analytics) or may purchase stand-alone components such as billing and/or rating.
The implementation of the Group's proprietary Innovation Insurer technology platform to support its own BPO business (known as Project Enterprise) is continuing to meet expectations in terms of quality, timescales and costs and is expected to go live in the UK, France and Spain by the end of the first quarter of the current financial year. This will lead to significant operational efficiencies and flexibility in the Group's BPO offering.
During the year, the Group also partnered with Symbility to create a mobile estimating capability for assessing property insurance claims. The first sale of the new product was in July 2009. The arrangements between the Group and Symbility are exclusive worldwide with the exception of North America (for which there are no arrangements).
No acquisitions were made during the last financial year with the focus being on customer contract wins and the development and integration of the Group's technology and outsourcing offering. The Nobilas business acquired in December 2007 has been fully integrated into the Group and the UK, Germany, France and Spain are now trading profitably.
The Group is continuing to move towards the provision of its technology as a service model, generating transactional revenues rather than one-off licence fees.
There has been no significant change in the status of the previously reported lawsuit brought by Allstate Insurance Company of Canada.
While the current economic uncertainty makes the future difficult to predict, Innovation's recent strategic investments have provided the Group with a market-leading offering which is both multi-product and multi-territory to enable future growth. The Group's sales conversion continues to be strong and its pipeline is robust, all assisted by the recent launch of Innovation Insurer. The Group expects these trends to continue through the current financial year.
Dividends and dividend policy
The Company declared and paid a final dividend of 0.30 pence per Ordinary Share in respect of the year ended 30 September 2007 and a full year dividend of 0.20 pence per Ordinary Share in respect of the year ended 30 September 2008, comprising an interim dividend of 0.15 pence per share and a final dividend of 0.05p per share. No dividend is proposed for the year ended 30 September 2009.
Recognising the economic environment and given the ongoing investment in the business, the Directors do not consider it prudent to recommence the payment of dividends. The decision as to whether to resume dividend payments will be reviewed by the Board on an ongoing basis.
Principal terms and conditions of the New Issue
Innovation intends to issue 126,000,000 of the New Shares through the Firm Placing and 84,019,700 of the New Shares through the Placing and Open Offer at 10 pence per New Share to raise gross proceeds of approximately £21.0m (approximately £19.7m net of expenses). In each case, the New Shares have been conditionally placed with institutional and other investors by Investec (subject, in the case of the Conditional Placed Shares, to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer). The New Issue is being fully underwritten by Investec subject to, and in accordance with, the terms and conditions of the Underwriting Agreement.
The Issue Price was set having regard to prevailing market conditions and the size of the New Issue. The Issue Price of 10 pence per New Share represents a discount of approximately 14.9 per cent. to the Closing Price of 11.75 pence per Ordinary Share on 3 December 2009 (being the last trading day prior to the date of this announcement).
The New Issue will result in the issue of 210,019,700 new Ordinary Shares (representing approximately 22.7 per cent. of the Enlarged Ordinary Share Capital).
Principal terms of the Firm Placing
The Firm Placees have conditionally agreed to subscribe for 126,000,000 of the New Shares at the Issue Price (representing gross proceeds of approximately £12.6m). The Firm Placed Shares are not subject to clawback to satisfy valid applications under the Open Offer and are not part of the Placing and Open Offer.
Principal terms of the Placing and Open Offer
Qualifying Shareholders have Basic Entitlements of:
2 Open Offer Shares for every 17 Existing Ordinary Shares
registered in the name of the relevant Qualifying Shareholder on the Record Date.
Qualifying Shareholders may also apply, under the Excess Application Facility, for any whole number of Excess Shares in excess of their Basic Entitlements up to a maximum number of Excess Shares equal to approximately 0.06 times the number of Existing Shares registered in their name on the Record Date. Applications under the Excess Application Facility may be allocated in such manner as the Directors determine, in their absolute discretion.
As part of the Placing and Open Offer, 84,019,700 of the New Shares are being allocated to Conditional Placees who have agreed to subscribe for the Conditional Placed Shares pursuant to the Placing. The Conditional Placed Shares are subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer.
The Firm Placing and Placing and Open Offer are conditional, inter alia, upon:
the passing of the New Issue Resolutions without amendment;
the Underwriting Agreement having become unconditional in all respects save for the condition relating to Admission; and
Admission becoming effective by not later than 8.00 a.m. on 22 December 2009 (or such later time and date as the Company and Investec may agree, not being later than 8.00 a.m. on 29 December 2009).
General Meeting
A General Meeting is to be held at 10.00 a.m. on 21 December 2009 at the Company's offices at Yarmouth House, 1300 Parkway, Whiteley, Fareham, Hampshire PO15 7AE.
At the General Meeting, the Resolutions will be proposed to:
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1. |
grant the Directors authority pursuant to section 551 of the 2006 Act to allot Ordinary Shares; |
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2. |
disapply where relevant statutory pre-emption rights set out in section 561 of the 2006 Act; |
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3. |
approve the discount at which the New Shares are issued for the purposes of the Listing Rules; and |
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4. |
to adopt the New Articles in substitution for and to the exclusion of the existing Articles. |
The New Issue Resolutions are required in order to effect the Firm Placing and Placing and Open Offer. Resolution 4 is required to adopt the New Articles.
Directors' intentions
Each of the Directors is supportive of the fundraising and has irrevocably undertaken to subscribe or apply, in aggregate, for 1,608,000 New Shares under the Firm Placing and Placing and Open Offer.
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Andy Roberts |
580,000 New Shares |
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Jane Hall |
156,000 New Shares |
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David Thorpe |
260,000 New Shares |
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James Morley |
76,000 New Shares |
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Kurt Lauk |
100,000 New Shares |
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Christopher Banks |
436,000 New Shares |
In addition, each of the Directors has irrevocably undertaken to vote in favour of all of the Resolutions in respect of their own beneficial holding to the extent that they have any such holding. The combined beneficial holdings of the Directors together amount to 5,218,046 Ordinary Shares, representing approximately 0.7 per cent. of the Ordinary Shares in issue as at 3 December 2009 (being the last practicable date prior to the publication of this announcement).
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
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2009 |
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Record Date for entitlement under the Open Offer |
close of business on 2 December |
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Announcement of the Firm Placing and Placing and Open Offer, publication and posting of the Prospectus, Form of Proxy and Application Form |
4 December |
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Ex-entitlement date for the Open Offer |
4 December |
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Basic Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders into CREST |
as soon as possible after8.00 a.m. on 7 December |
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Recommended latest time for requesting withdrawal of Basic Entitlements and Excess CREST Open Offer Entitlements into CREST |
4.30 p.m. on 14 December |
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Latest time for depositing Basic Entitlements and Excess CREST Open Offer Entitlements into CREST |
3.00 p.m. on 15 December |
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Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only) |
3.00 p.m. on 16 December |
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Latest time and date for receipt of Forms of Proxy |
10.00 a.m. on 17 December |
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Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST Instruction |
11 .00 a.m. on 18 December |
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General Meeting |
10.00 a.m. on 21 December |
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Admission and commencement of dealings in New Shares |
by 8.00 a.m. on 22 December |
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CREST Members' accounts credited in respect of New Shares in uncertificated form |
as soon as possible after 8.00 a.m. on 22 December |
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Despatch of definitive share certificates for New Shares in certificated form |
within 5 Business Days of Admission but no later than 31 December |
Notes:
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(1) |
The times set out in the expected timetable of principal events above and mentioned throughout this announcement are times in London unless otherwise stated, and may be adjusted by the Company in consultation with or, if required, with the agreement of Investec, in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, Shareholders. |
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(2) |
Subject to certain restrictions relating to certain Shareholders with registered addresses, or who are resident, outside the UK. |
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(3) |
See Part 3 of the Prospectus. |
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If you have any queries on the procedure for application and payment then please call Capita Registrars Shareholder Helpline on 0871 664 0321 or, if telephoning from outside the UK, on +44 20 8639 3399 between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday. Calls to the 0871 664 0321 number are charged at 10 pence per minute (including VAT) plus any of your service provider's network extras. Calls to the Shareholder Helpline from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. Capita Registrars cannot provide advice on the merits of the Open Offer nor give any financial, legal or tax advice. |
DEFINITIONS
In this announcement the following expressions have the meaning ascribed to them unless the context otherwise requires:
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2006 Act |
the Companies Act 2006, as amended; |
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Admission |
the admission of the New Shares to the Official List becoming effective in accordance with the Listing Rules and the admission of such shares to trading on the London Stock Exchange's market for listed securities becoming effective in accordance with the Admission and Disclosure Standards of the London Stock Exchange; |
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Annual Financial Report |
the announcement by the Company of its annual results for the year ended 30 September 2009;
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Application Form |
the application form posted to Shareholders on which Qualifying Non-CREST Shareholders may apply for Open Offer Shares under the Open Offer (including under the Excess Application Facility); |
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Articles |
the articles of association of the Company, details of which are set out in paragraph 6 of Part 9 of the Prospectus; |
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Basic Entitlement |
the pro rata entitlement of Qualifying Shareholders to subscribe for 2 Open Offer Share for every 17 Existing Ordinary Shares registered in their name as at the Record Date; |
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Board |
the Directors of Innovation; |
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BPO |
business process outsourcing; |
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Business Day |
a day (other than a Saturday, Sunday or public holiday) on which banks are generally open for business in the City of London for the transaction of normal banking business; |
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Capita Registrars |
a trading name of Capita Registrars Limited; |
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certificated or in certificated form |
in relation to a share or other security, a share or other security which is not in uncertificated form; |
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Closing Price |
the closing middle market quotation as derived from the Daily Official List of the London Stock Exchange on a particular day; |
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Conditional Placed Shares |
the 84,019,700 Open Offer Shares to be allotted and issued by the Company under the Placing subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer, pursuant to the Underwriting Agreement; |
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Conditional Placees |
any persons who have agreed to subscribe for Conditional Placed Shares; |
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CREST |
the relevant system, as defined in the CREST Regulations (in respect of which Euroclear is the operator as defined in the CREST Regulations); |
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CREST Member |
a person who has been admitted to Euroclear as a system-member (as defined in the CREST Regulations); |
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CREST Regulations |
the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378), as amended; |
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Daily Official List |
the daily record setting out the prices of all trades in shares and other securities conducted on the London Stock Exchange; |
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Directors |
the executive director and non-executive directors of the Company; |
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Disclosure and Transparency Rules |
the rules relating to the disclosure of information made in accordance with Section 73A(3) of the FSMA;
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Enlarged Ordinary Share Capital |
the issued share capital of the Company immediately following completion of the Firm Placing and Placing and Open Offer; |
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Euroclear |
Euroclear & Ireland Limited, the operator of CREST; |
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Excess Application Facility |
the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Basic Entitlements in accordance with the terms and conditions of the Open Offer; |
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Excess CREST Open Offer Entitlements |
in respect of each Qualifying CREST Shareholder, the entitlement (in addition to their basic entitlement) to apply for Existing Ordinary Shares up to 0.06 times the number of Existing Shares registered in their names as at the Record Date, credited to their stock account in CREST, pursuant to the Excess Application Facility; |
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Excess Shares |
Open Offer Shares applied for by Qualifying Shareholders under the Excess Application Facility; |
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ex-entitlement date |
the date on which the Ordinary Shares trade ex-entitlement to participate in the Open Offer, expected to be 4 December 2009; |
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Existing Ordinary Shares |
the 714,167,456 Ordinary Shares in issue as at the date of this announcement; |
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Financial Services Authority or FSA |
the Financial Services Authority of the United Kingdom; |
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Firm Placed Shares |
the 126,000,000 new Ordinary Shares which are to be allocated pursuant to the Firm Placing; |
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Firm Placees |
investors with whom Firm Placed Shares are placed; |
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Firm Placing |
the conditional placing by Investec on behalf of the Company of the Firm Placed Shares pursuant to the Underwriting Agreement; |
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Form of Proxy |
the form of proxy for use at the General Meeting; |
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FSMA |
the Financial Services and Markets Act 2000, as amended; |
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General Meeting |
the general meeting of Innovation to be held at 10.00 a.m. on 21 December 2009; |
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Innovation or the Company |
The Innovation Group plc, a public limited company, incorporated in England and Wales with registered number 03256771; |
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Innovation Group or Group |
the Company and each of its subsidiaries and subsidiary undertakings from time to time; |
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Investec |
Investec Bank plc, a public limited company, incorporated in England and Wales with registered number 00489604; |
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Issue Price |
10 pence per New Share; |
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Listing Rules |
the Listing Rules made by the FSA under Part VI of FSMA; |
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London Stock Exchange |
London Stock Exchange plc; |
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New Articles |
the articles of association proposed to be accepted by the Company pursuant to Resolution number 4; |
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New Issue |
the issue of 210,019,700 New Shares pursuant to the Firm Placing and Placing and Open Offer; |
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New Issue Resolutions |
the Resolutions numbered 1, 2 and 3 set out in the Notice of General Meeting; |
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New Shares |
the Open Offer Shares and the Firm Placed Shares; |
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Notice of General Meeting |
the notice of the General Meeting contained in Part 12 of the Prospectus; |
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Official List |
the Official List of the FSA pursuant to Part VI of FSMA; |
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Open Offer |
the conditional invitation contained in the Prospectus to Qualifying Shareholders inviting them to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in the Prospectus and, in the case of Qualifying Non-CREST Shareholders only, the Application Form; |
|
Open Offer Shares |
the 84,019,700 new Ordinary Shares to be allotted and issued pursuant to the Open Offer; |
|
Ordinary Shares or Shares |
ordinary shares of 2 pence each in the share capital of the Company; |
|
Overseas Shareholders |
Shareholders with registered addresses outside the United Kingdom or who are citizens or residents of countries outside the United Kingdom; |
|
Placing |
the conditional placing by Investec on behalf of the Company of the Conditional Placed Shares pursuant to the Underwriting Agreement; |
|
Pounds Sterling or £ |
the lawful currency of the United Kingdom; |
|
Prospectus |
the prospectus sent to Shareholders in relation to the Firm Placing and Placing and Open Offer, dated 4 December 2009; |
|
Qualifying CREST Shareholders |
Qualifying Shareholders holding Ordinary Shares in uncertificated form in CREST on the Record Date; |
|
Qualifying Non-CREST Shareholders |
Qualifying Shareholders holding Ordinary Shares in certificated form on the Record Date; |
|
Qualifying Shareholders |
holders of Ordinary Shares on the register of members of the Company at the Record Date with the exclusion (subject to certain exemptions) of Overseas Shareholders; |
|
Record Date |
5.00 p.m. on 2 December 2009; |
|
Resolutions |
the resolutions to be proposed at the General Meeting set out in the Notice of General Meeting (each a "Resolution"); |
|
Shareholder |
a holder of Ordinary Shares from time to time; |
|
stock account |
an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited; |
|
UK Listing Authority or UKLA |
the FSA in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of the admission to the Official List otherwise than in accordance with Part VI of FSMA; |
|
uncertificated or in uncertificated form |
recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST; |
|
Underwriting Agreement |
the underwriting agreement dated 4 December 2009 between the Company and Investec relating to the Firm Placing and Placing and Open Offer and further described in paragraph 19.1 of Part 9 of the Prospectus; |
|
United Kingdom or UK |
the United Kingdom of Great Britain and Northern Ireland; |
|
US Securities Act |
the United States Securities Act 1933, as amended; and |
|
United States |
the United States of America. |
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