Result of General Meeting

RNS Number : 6638C

IS Solutions PLC

20 January 2015

 

Tuesday, 20 January 2015

Immediate release

IS Solutions Plc

("IS Solutions" or the "Company")

Result of General Meeting re: proposed acquisition of Speed-Trap Holdings Limited

and

Change in accounting reference date

The Board of IS Solutions (Ticker: AIM: ISL) is pleased to announce that, at today's General Meeting, shareholders voted in favour of the Company's acquisition of Speed-Trap Holdings Limited (STH).

STH, parent company to Celebrus Technologies Limited, is a manager of highly detailed data feeds which provide individual consumer level data in relation to their interactions with websites, mobile applications and social media.

The aggregate consideration is approximately £7.5 million, subject to an adjustment to reflect STH's net asset position at completion and is to be satisfied partly in cash and partly by the allotment and issue of IS Solutions shares credited as fully paid.  The cash element of the consideration will be c.£1.3 million that will be satisfied from the Company's existing cash facilities and an acquisition bank facility of £1.5 million.  Completion is expected to take place on Friday 23 January 2015.

John Lythall, Managing Director of IS Solutions, commented:

"On behalf of all the Company, I would like to welcome our colleagues from STH into the group and we forward to working more closely with them and building on the trading partnership we have already established over the last 10 years.

"The market for business intelligence and analytics is one of the fastest growing software markets.  We believe that, in addition to cost synergies, the Celebrus brand widens our portfolio offering, further strengthens our expertise and gives us a very exciting opportunity to access additional routes to markets and new geographies, whilst its high quality customer base significantly enhances IS Solutions' existing top class customer listing."

·     Change of accounting reference date

As detailed in the circular dated 24 December 2015, the Company's accounting reference date has changed from 31 December to 31 March and all relevant authorities have been informed as required by Companies Act 2006, section 392.

The Board believe that this change enables the market and investors to gain greater clarity and understanding of the enlarged business model and trading following completion.  It also allows the Company the opportunity to ensure that any 'exceptionals' relating to the STH acquisition can be accounted for within the accounting reference period and at the same time providing existing and potential investors with 'clean' operational trading results for the enlarged business with effect from 1 April 2015. In addition, it complements a number of the Company's major clients' financial years, thus enabling for improved and more accurate forecasting as well as aligning the Company's financial year with its seasonal holiday calendar across the business units in addition to its tax reporting obligations for its Indian-based operation.  The outline financial reporting calendar in 2015 is expected to be as follows:

-unaudited results for the six month period ending 31 December 2014	by 31 March 2015
-audited preliminary results for the 15 month period ended 31 March 2015	by 31 July 2015
-unaudited results for the six month period ending 30 September 2015	by 31 December 2015

Thereafter, the Company's financial statements will be published for the six and twelve month financial periods in accordance with the AIM Rules for Companies

·     Issue of equity and total voting rights

Under the Acquisition Agreement, application has been made to the London Stock Exchange for 8,934,439 Consideration Shares to be admitted to trading on AIM. It is expected that Admission will become effective at 8:00 a.m. on 23 January 2015. On Admission, the Enlarged Share Capital is will be 34,371,230 Ordinary Shares, including 137,452 Ordinary Shares held in treasury. Consequently, the total voting rights of the Company is 34,233,778. The above voting rights figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

ENQUIRIES

IS Solutions Plc John Lythall, Managing Director Tel: [phone]

FinnCap Nominated Broker & Adviser Ed Frisby/Simon Hicks - Corporate Finance Stephen Norcross - Corporate Broking Tel: [phone]

TooleyStreet Communications Ltd IR & Media Relations Fiona Tooley, Director Tel: [phone] Email:[e-mail]

Editor's Note IS Solutions is a systems integrator and value-added reseller focused on three web-related areas - portals, content/document management, with specialities in business intelligence and 'big data' analytics. Based in Sunbury-on-Thames, the Group was founded in 1985 and became a listed PLC 1997. The business currently employs 100 staff, including 18 in Chennai, India, who provide product development and support. It also has a strong blue-chip client base which includes Toyota, Toshiba as well the AA, NHS, KBC Bank, Compare The Market™, URENCO, HMRC, M&S and RBS.

Accreditation: ISO27001 E-mail: [e-mail] Website: www.issolutions.co.uk Follow us: www.linkedin.com/company/issolutions

 

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