Completion of acquisition
IDOX PLC
07 June 2007
IDOX plc
7 June 2007
IDOX plc ('IDOX' or the 'Company')
Completion of acquisition of CAPS Solutions Ltd, directorate change and
directors' dealings
The Board of IDOX plc (AIM:IDOX), the information management company,
specialising in the development and delivery of software products, services and
people predominantly to the public sector, is pleased to announce that it has
formally completed the acquisition of CAPS Solutions Limited ('CAPS') for £21
million. Steve Ainsworth, the managing director of CAPS, today joins the IDOX
Board as Chief Executive Officer and Martin Brooks reverts to his previous role
as Chairman.
In order to finance in part the acquisition of CAPS and provide the Enlarged
Group with sufficient working capital, the Company raised £11.0 million (£9.6
million after expenses) by way of a placing of new ordinary shares, completion
of which was announced yesterday. Certain members of the Board of IDOX
participated in the placing, subscribing on 6 June 2007 for a total of 5,733,334
new ordinary shares as detailed below.
Name Number of Purchase Total holding at the date of this
shares price announcement
purchased Number of ordinary % of issued
shares share capital
Martin Brooks* 1,333,333 7.5p 2,088,173 0.6%
Richard Kellett-Clarke** 2,666,667 7.5p 3,266,667 1.0%
Steve Ainsworth*** 1,066,667 7.5p 1,066,667 0.3%
John Wisbey **** 666,667 7.5p 12,643,333 3.7%
* Martin Brooks purchased these shares through a Self Invested Pension Plans
(SIPP) and now holds 1,902,127 shares through his SIPPs and 186,046 shares
directly.
** Richard Kellett-Clarke acquired 1,466,667 shares through a SIPP. In
addition, certain members of his family and a family trust acquired a total
of 1,200,000 shares. He is now interested in a personal capacity in
2,066,667 ordinary shares in IDOX, of which 1,466,667 are held through a
SIPP, and indirectly holds a total of 1,200,000 shares through certain
members of his family and a family trust.
*** Steve Ainsworth purchased his shares through a SIPP.
**** John Wisbey is interested in a personal capacity in 1,376,667 ordinary
shares in IDOX, representing 0.4% of the current issued share capital.
John Wisbey also holds an interest in IDOX through the shareholding of
Advanced Technology Trust which holds 11,266,666 ordinary shares
representing 3.3% of the current issued share capital. John Wisbey is a
beneficiary of Advanced Technology Trust.
On 7 June 2007 the Company granted options over 4,500,000 shares to Steve
Ainsworth on the recommendation of the Remuneration Committee following its
meeting on 26 April 2007. The options are granted under both the IDOX PLC
Enterprise Management Incentive Scheme and the IDOX PLC Share Option Plan. The
options granted are detailed below:
Scheme or Plan Number of shares Exercise price Vesting Latest exercise date
EMI Scheme 1,230,769 8.125p From grant 31 October 2011
Option Plan 1,019,231 8.125p From grant 31 October 2011
Option Plan 2,250,000 11.125p From grant 31 October 2014
The Company has 341,927,567 ordinary shares of 1p in issue. This figure
represents the total number of voting rights in the Company and may be used by
shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to their
interest in, the Company under the FSA's Disclosure and Transparency Rules.
Martin Brooks, Chairman of IDOX, said:
'This transforming acquisition, where the placing was significantly
oversubscribed, completes today and this marks a significant milestone in the
further development of IDOX plc. Also from today Steve Ainsworth takes on the
role of Chief Executive Officer and I am sure Steve and the new combined team
will take every advantage of the opportunities we now have as a larger and more
capable organisation. The Company is well advanced in preparing its integration
plan to bring both businesses together. Formal consultation on this, through a
newly elected staff council, starts today. '
Steve Ainsworth, CEO of IDOX, said:
'I am extremely pleased that we have completed this transaction and we are
bringing the two companies together. IDOX and CAPS already have a long history
of collaboration and now as a combined entity we will be able to offer a broader
range of solutions and services to our customers and increased opportunities for
our staff. This merger provides us with a very solid platform for further
significant growth and I am personally excited to be given the opportunity to
lead this new organisation.'
For further information, call:
IDOX plc
Martin Brooks, Chairman 0870 333 7101
Steve Ainsworth, CEO 0870 333 7101
Richard Kellett-Clarke, COO/CFO 0870 333 7101
Noble & Company Limited
Matthew Hall, Director 020 7763 2200
This information is provided by RNS
The company news service from the London Stock Exchange FM