Logos Earn Out, Issue of Equity and TVR

RNS Number : 4712H

Instem plc

01 December 2015

 

Instem plc
("Instem", the "Company" or the "Group")

Accelerated Logos Earn Out, Issue of Equity and Total Voting Rights

Logos Holdings Limited, now called Instem Clinical, to be fully aligned to overall Group objectives

Instem plc (AIM: INS), a leading provider of IT solutions to the global early development healthcare market, has reached an early agreement on the remaining deferred consideration payable for Logos Holdings Limited (now called Instem Clinical). The Board believes that this accelerated timetable will be beneficial to the Group as it will enable Instem Clinical to be fully aligned to overall Group objectives and to be able to fully utilise the Group's global resources.

Instem acquired the entire issued share capital of Logos Holdings Limited along with its subsidiaries, Logos EDC Solutions Limited and Logos Technologies Inc. (together "Logos"), on 10 May 2013.  The initial cash consideration was £0.55 million, with further consideration of up to £4.45 million payable subject to performance against a set of challenging profit targets over the following four years (the "Earn Out"), in a mixture of cash and ordinary shares of 10 pence each in the Company ("Ordinary Shares").

To date, Logos has exceeded all of the Earn Out financial performance targets and the Company has paid £3.1 million to the vendors of Logos (the "Vendors") in a mixture of cash and shares. Under the terms of the original agreement, further consideration of up to £1.9 million would have remained payable subject to the performance of Logos in its financial years ending 30 April 2016 and 30 April 2017, with the respective payments due in July 2016 and July 2017.

Following a strategic review of the business, the Board believes that it is in the best interests of the Group to crystallise the remaining deferred consideration at this time. Consequently, the Board has agreed with the Vendors to pay a total outstanding Earn Out amount of £1.7 million.  This final Earn Out payment will be satisfied by the issue of 481,928 Ordinary Shares (equating to £1.0 million based on the average closing mid-market price per Ordinary Share during November 2015 up to, but excluding, 27 November 2015) and £0.7 million in cash, with £0.35 million payable in July 2016 and £0.35 million payable in July 2017, as per the timings in the original agreement. Whilst not impacting the Group's trading performance, the settlement will result in a non-recurring, exceptional charge to the Group's 2015 results amounting to circa £1.4million. As per the terms of the original agreement, the Vendors are not permitted to dispose of the new Ordinary Shares for a period of two years from the date of issue.

Application will be made to the London Stock Exchange for the admission of the 481,928 new Ordinary Shares to trading on AIM and is expected to take place at 8.00am on 4 December 2015.

Total Voting Rights

Following the issue and allotment of the above new Ordinary Shares, the Company's issued share capital comprises 13,033,774 Ordinary Shares. The Company does not hold any Ordinary Shares in treasury. Therefore the total number of voting rights in the Company is 13,033,774.

The figure of 13,033,774 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 of their interest in, the Company under the FCA's Disclosure and Transparency Rules.

For further information, please contact:

Instem plc	[phone]
Phil Reason, CEO
Nigel Goldsmith, CFO
N+1 Singer (Nominated Adviser & Broker)	[phone]
Richard Lindley Nick Owen
Walbrook Financial PR	[phone]
Paul Cornelius	[e-mail]
Helen Cresswell Sam Allen

About Instem plc

Instem is a leading supplier of IT applications to the early development healthcare market, delivering compelling solutions for data collection, management and analysis across the R&D continuum. Instem applications are in use by customers worldwide, meeting the rapidly expanding needs of life science and healthcare organisations for data-driven decision making leading to safer, more effective products.

Instem's portfolio of software solutions increases client productivity by automating study-related processes while offering the unique ability to generate new knowledge through the extraction and harmonisation of actionable scientific information.

Instem supports over 400 clients through full service offices in the United States, the United Kingdom, India and China, with additional presence in France and Japan.

To learn more about Instem solutions and its mission, please visit www.instem.com

 

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