Placing & Trading Update

Ingenta PLC 24 February 2004 Ingenta plc ('the Company' or 'Ingenta') Underwritten £3 million Placing and Trading Update Introduction The Board is pleased to announce that it has agreed, subject to certain conditions, to raise approximately £3.0 million, net of expenses, by way of a Placing. Further details of the Placing, which is being fully underwritten by Collins Stewart, are set out below. The increase in the Company's authorised share capital and the allotment of New Ordinary Shares pursuant to, inter alia, the Placing will be proposed at an Extraordinary General Meeting convened for 9.30 a.m. on 18 March 2004. Background to and reasons for the Placing As announced at the time of the publication of the Company's results for the year to 30 September 2003, the reorganisation of the Company's activities undertaken in the 2003 financial year has left it in a stronger trading position. The Company's operating cost base has been substantially reduced, and its sales activities strengthened. With relatively high operating margins, increased turnover now has the potential to deliver rapidly improving profitability. The Directors believe that the Company and therefore its shareholders would now benefit from access to additional capital to assist it in accelerating growth in turnover and profits. The Board has therefore concluded terms for the raising of additional funds to strengthen the Company's balance sheet, to provide it with additional working capital and to allow it to make acquisitions should suitable opportunities arise. Placing The Company announced today that it is raising £3.0 million, net of expenses, through the placing of 26,250,000 New Ordinary Shares at 12p. The New Ordinary Shares will rank in full for all dividends and otherwise pari passu in all respects with existing Shares. The placing price of 12p represents a discount of 4 per cent. to the average middle market price for the 12 business days ended 20 February 2004 during which the marketing presentations were being made to potential investors. It is expected that the New Ordinary Shares will be admitted to trading on AIM on 19 March 2004. The Placing, which has been fully underwritten by Collins Stewart, is conditional, inter alia, upon: • the approval of the Resolutions at the EGM; • the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms; and • Admission. Current trading and prospects The Chairman intends to make the following statement to shareholders at the Company's AGM at 10.30 am today: 'Trading results in the first quarter of the financial year to 30 September 2004 have shown a substantial improvement on the same period in the previous year. New business indicated during the period also showed a sharp increase, particularly in the Specialist Websites division. Overall, the Group has generated new business totalling some £2 million since 30 September 2003, of which some £0.8m will be recognised as turnover in the current financial year. In addition to this, our strengthened sales teams have generated a strong pipeline of additional business prospects which are expected to add further to sales in the current financial year. This increased level of business activity, together with deferred revenue to be released during the year and recurring contracts with existing customers, provide the Board with confidence that the Company's performance will continue to improve during the current financial year and beyond.' Directors' shareholdings and related party transactions The Chairman and the Executive Directors have agreed to subscribe an aggregate of £0.4 million for 3,437,501 New Ordinary Shares at the Placing Price pursuant to the Placing. The Directors' beneficial and non-beneficial interests in Shares (not including unexercised options over Shares) on the date of this document and following the Placing are set out below: Director Current Interests Interests after Placing Number of Shares Percentage of Number of Shares Percentage of Issued Share Issued Share Capital Capital Martyn Rose 4,635,932 4.28 6,302,599 4.68 Mark Rowse 11,320,461 10.45 12,987,128 9.65 Simon Dessain 392,903 0.36 497,070 0.37 David Embleton 934,274 0.86 934,274 0.69 Ward Shaw 1,898,264 1.75 1,898,264 1.41 Extraordinary General Meeting and action to be taken A notice convening the EGM to be held at 23-38 Hythe Bridge Street, Oxford OX1 2ET at 9.30 a.m. on 18 March 2004 is set out in the circular to shareholders. Resolutions will be proposed at the EGM to increase the authorised share capital of the Company and authorise the Directors to allot shares. The Company will despatch the Circular to shareholders today. Recommendation The Directors consider the terms of the Placing to be in the best interests of the Company and accordingly recommend that you vote in favour of the Resolutions at the EGM as they intend to do in respect of their own beneficial holdings. Irrevocable undertakings to vote in favour of the Resolutions have been received in respect of these and other shareholdings, totalling approximately 19.2 million Ingenta Shares, representing approximately 17.7 per cent. of the entire issued share capital of Ingenta. Expected timetable of events Extraordinary General Meeting 9.30 am on 18 March 2004 Admission of the New Ordinary Shares to AIM 19 March 2004 Further information Ingenta: 01865 799 010 Martyn Rose Chairman Mark Rowse Chief Executive 24 February 2004 This information is provided by RNS The company news service from the London Stock Exchange

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Ingenta (ING)
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