Reorganisation/BoardChanges

Ingenta PLC 16 September 2002 Date: Embargoed until 07.00am, 16th September 2002 Contacts: Ingenta Website: www.ingenta.com Martyn Rose, Chairman Tel: 020 7408 0792 Mark Rowse, Chief Executive Tel: 01865 799010 Hudson Sandler Alistair Mackinnon-Musson Tel: 020 7796 4133 Philip Dennis email: ingenta@hspr.co.uk Ingenta plc Reorganisation, Board Changes and Issue of Shares Ingenta plc manages and distributes published scientific, professional and academic research via the Internet and develops and maintains Specialist Websites for publishers, self-publishing societies and libraries. Ingenta is expected to produce its maiden pre-tax profit before tax, goodwill amortisation and exceptional items for the year to 30 September 2002. As a consequence of moving out of its 'start-up' phase and into profitability, the Board has conducted a review of the group's business structure to assess what is now required to support the group going forward. As a result, the Board is pleased to announce it has approved a number of changes that will: • significantly reduce Ingenta's operating cost base; • simplify reporting lines; and • improve the transparency and forward visibility of the Company's revenue and earnings streams. To achieve the above, the Board has agreed to the following: • Board changes, including the appointment of a new Chief Operating Officer, a new Finance Director and a change in internal reporting lines. • A major reorgansation of the Company's customer-facing operations, saving £3m per annum. • The raising of £1.14 million in cash, mainly from the group's Directors, to fund the above programme of change. The cash will be raised by the issue of new shares and the exercise of options. The details are as follows: Reorganisation The Company's customer-facing operations will be re-focused around two sites, one in the UK and one in the US, instead of the current four. This will include changes to eliminate duplication of cost and streamlining of operations. As a result, the headcount of the business will be reduced by around 30 posts. Overall the changes will result in annualised cost savings of some £3million per annum and involve upfront costs of some £1.2million. These costs, which will be covered by the cash being raised principally from the Directors, together with provisions for property and other non-cash reorganisation costs, will be included as an exceptional item in the year ending 30th September 2002. Board Changes William Finlay has been appointed Finance Director with effect from 1st October 2002. William has had financial responsibility for businesses in both the journals publishing and the software services industries, including appointments at Misys plc, Berlitz and most recently as European Director of Finance at US-quoted Interwoven, Inc. David Callcott will be leaving the Company with effect from 30th September. The Board thanks him for his contribution in bringing the Company to this point. Simon Dessain will move into the role of Chief Operating Officer with immediate effect and assume day to day operating responsibility for all the revenue-generating and customer facing activities of the Company in addition to his current responsibilities for the technology function. He will continue to report to Mark Rowse, Chief Executive, who will be freed up to devote more of his time to strategic development and customer relationships. Simon will be responsible for implementing a simplified operational structure which will provide a solid platform for sustainable profits growth. As a result of the consolidation of the Company's activities into one reporting line, Andrea Keyhani has resigned from the Board and will be leaving the Company on 31st December 2002. The Board would like to thank her for the contribution she has made to developing Ingenta's business, and in particular its US operations, over the last two years. Issue of Shares In order to fund the costs of effecting the reorganisation described above, the Directors and associated parties have agreed to subscribe for a total of 1,416,663 new ordinary shares of 5p each (Ingenta Shares) for cash at a price of 66p per share. In addition, Martyn Rose, Chairman, has exercised options to subscribe for 286,200 shares at 70p per new Ingenta Share. Current Trading The Board is confident that, as expected, the results for the year ending 30th September will show the Company's first reported pre-tax profit before goodwill amortisation and exceptional items. Although this will be at a modest level it nevertheless represents an improvement of over £5million against the previous year. The Company approaches the year ending 30th September 2003 with a substantially increased base of contracted and recurring revenues and a strong forward order pipeline. However, as was indicated in the Company's trading statement on 1st August 2002, the last quarter of the current year has suffered from a lengthening of the order cycle within the Specialist Websites division and this, in the light of current economic conditions, has led the Board to take a more cautious view of the rate of new business signing. The resulting reduction in the cost base for 2003, while not damaging the Company's prospects for growth, represents a more prudent approach and a repositioning of the business so that it remains geared for profits growth despite the changed external conditions. Nevertheless, the inherent demand for the Company's services remains unchanged and its contracted and recurring revenue, together with a significantly reduced operating cost base, provide the Board with confidence that substantial profits growth will be delivered in 2003. Ends 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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