Acquisition & Board Changes
IP2IPO Group PLC
20 January 2005
For immediate release 20 January 2004
Acquisition of Techtran Group Limited and
Appointment of Executive Directors
IP2IPO Group plc ('IP2IPO' or the 'Company') (AIM: IPO), the intellectual
property company that commercialises university technology, is pleased to
announce it has completed an acquisition of the entire issued share capital of
Techtran Group Limited ('Techtran') (the 'Acquisition').
IP2IPO originally acquired 20% of Techtran's then issued share capital in July
2004. The Acquisition places an implied value of £20 million on Techtran and the
total consideration payable under the Acquisition is £16.1 million. The
consideration, payable immediately, is 1,862,610 IP2IPO Ordinary shares of 10p
each (the 'Consideration Shares') and £4 million in cash.
At the date of Acquisition, Techtran has approximately £1.8 million of cash on
its balance sheet. As of 31 December 2004, Techtran had net assets of
approximately £1.7 million and for the eight months to 31 December 2004,
recorded losses of £0.7 million.
Background to the acquisition
Techtran was set up in 2002 to commercialise university intellectual property
under a long-term technology commercialisation contract with the University of
Leeds. Under the terms of the contract Techtran receives a significant (30%)
interest in spin-out companies created and technology licences negotiated, in
return for the provision of technology transfer services to the University.
Under the terms of the commercialisation partnership with the University of
Leeds, Techtran has built a portfolio of interests in 13 spin out companies and
has developed a strong pipeline of new opportunities. Techtran has concentrated
on forming early stage companies with commercially focussed business models. As
a result, a large proportion of the portfolio is currently revenue generating at
a break-even or profitable level.
The University of Leeds was rated as one of the UK's top ten universities for
research in the most recent national Research Assessment Exercise. It has an
annual turnover of some £340 million and in 2003 had total research income of
more than £100 million. It has been a pioneer of intellectual property
commercialisation in the UK and was the first UK university to set up a
dedicated technology transfer function. One of the University's most successful
spin-out companies has been GMAP, which developed geographical modelling
software to identify patterns in customer behaviour.
Reasons for the Acquisition
IP2IPO believes that the Acquisition is an important and very positive strategic
step.
• The Acquisition of Techtran has resulted in the enlarged group having a
partnership with the University of Leeds, which is highly complementary to
IP2IPO's existing partnerships with the Universities of Oxford,
Southampton, York and King's College London. IP2IPO's strategy is to
partner with the UK's top research-led universities and the University of
Leeds not only has a strong reputation for the quality of its research but
is one of the top ten universities in the UK by research income.
• Techtran has established a strong team to manage its partnership with the
University of Leeds and that team has already built up a track record of
successfully identifying new IP opportunities, forming spin-out companies
and helping those spin-out companies to develop.
• As a result of the Acquisition, IP2IPO and the University of Leeds have
already entered into discussions to extend the scope of the partnership
with respect to the establishment of a £5 million venture capital fund for
University of Leeds spin-out companies.
• Techtran has an exciting portfolio of existing interests in spin-out
companies from the University of Leeds and IP2IPO anticipates that these
interests will result in significant cash returns for the enlarged group.
• The Acquisition consolidates IP2IPO's position as the UK's leading
university IP commercialisation company.
Lock-ins
The sellers of Techtran have agreed to certain lock-in arrangements as follows:
• Save in limited circumstances, staff and management of Techtran with a
continuing role in the enlarged group have agreed not to dispose of the
284,041 Consideration Shares that they receive directly, without the
consent of IP2IPO for a period of 2 years following the Acquisition.
• Save in limited circumstances, the other sellers of Techtran have agreed
not to dispose of the 1,578,569 Consideration Shares which they receive
directly, without the consent of IP2IPO for a period of 1 year following
the Acquisition.
Appointment of directors
Mr Alan John Aubrey, 43, (Techtran's former Chief Executive Oficer) and Dr
Alison Margaret Fielding, 40, (Techtran's former Chief Operating Officer) have
today joined the Board of IP2IPO. Alan Aubrey and Alison Fielding will receive
150,973 and 75,526 Consideration Shares directly, as a result of the
Acquisition. Both Alan Aubrey and Alison Fielding own shares in Axiomlab Group
plc, a company which, as a result of the Acquisition, has acquired an indirect
interest (through certain of its subsidiaries) in 1,483,217 Consideration
Shares.
Prior to joining Techtran, Alan Aubrey was a partner in KPMG where he
specialised in corporate finance advice to technology-based growth businesses.
He has worked on over 75 transactions, helping businesses to raise more than
£200m. In 2001, Alan became a director in Axiomlab Group plc, Techtran's former
parent company where he also led the negotiations with the University of Leeds.
Prior to her role at Techtran, Alison Fielding spent five years at McKinsey &
Co, where she consulted primarily to the pharmaceutical and health care sectors.
Previously, Alison spent four years as a development chemist for Zeneca,
performing technical roles in the specialty chemicals and agrochemicals
divisions. In that position she gained significant experience of developing
theoretical research into commercially useful technology.
The following information is provided in accordance with paragraph 15 and
schedule 2f of the AIM Rules:
Alan Aubrey: (a) in addition to Techtran Group Limited and its subsidiary
companies, has held the following directorships during the past 5 years:
Axiomlab Group plc, Empiricom Technologies Limited, Energetix Group Limited,
Thermetica Limited, Flexisols Limited, Proactis Group Limited and KPMG; (b) has
no unspent convictions in relation to indictable offences; (c) has not had any
bankruptcy order against him or entered into any voluntary arrangement; (d) has
not been a director of any company which has been placed into receivership,
compulsory liquidation, creditors' voluntary liquidation, administration or
which has entered into any company voluntary arrangement or any composition or
arrangement with its creditors generally or any class of its creditors, at the
time of or within 12 months preceding such event; (e) has not been a partner of
any partnership which has been put into compulsory liquidation, administration
or entered into partnership voluntary arrangements, at the time of or within 12
months preceding such event; (f) has not had a receivership of any asset or of a
partnership where he was a partner, at the time of or within 12 months preceding
such event or (g) has not been publicly criticised by any statutory or
regulatory authorities (including recognised professional bodies) or ever been
disqualified by a court from acting as a director of a company or from acting in
the management of the affairs of any company.
Alison Fielding: (a) has held the following directorships during the past 5
years: Kiltrock Limited; (b) has no unspent convictions in relation to
indictable offences; (c) has not had any bankruptcy order against her or entered
into any voluntary arrangement; (d) has not been a director of any company which
has been placed into receivership, compulsory liquidation, creditors' voluntary
liquidation, administration or which has entered into any company voluntary
arrangement or any composition or arrangement with its creditors generally or
any class of its creditors, at the time of or within 12 months preceding such
event; (e) has not been a partner of any partnership which has been put into
compulsory liquidation, administration or entered into partnership voluntary
arrangements, at the time of or within 12 months preceding such event; (f) has
not had a receivership of any asset or of a partnership where she was a partner,
at the time of or within 12 months preceding such event or (g) has not been
publicly criticised by any statutory or regulatory authorities (including
recognised professional bodies) or ever been disqualified by a court from acting
as a director of a company or from acting in the management of the affairs of
any company.
Commenting on today's announcement, David Norwood, Chief Executive Officer of
IP2IPO said: 'The acquisition of Techtran is excellent for IP2IPO. Techtran's
partnership with the University of Leeds is the group's fifth top-tier
university relationship and further consolidates our position at the forefront
of a very exciting trend.'
For more information please contact:
IP2IPO
David Norwood, Chief Executive Officer 020 7067 1651
Buchanan Communications
Mark Court, Mary-Jane Johnson 020 7466 5000
Techtran
Alan Aubrey 07866 436737
University of Leeds
Vanessa Bridge 0113 343 4030
Notes for editors
About IP2IPO
IP2IPO is an intellectual property (IP) company that specialises in
commercialising university technology. The Company was founded in 2001 and
listed on AIM in October 2003. IP2IPO's first partnership was with the
University of Oxford. In return for an investment of £20 million, IP2IPO has
acquired 50 per cent of the University of Oxford's equity in spin-out companies
and technology licenses based on intellectual property created at the Chemistry
Department until 2015. In November 2003, IP2IPO created a £5 million seed
capital fund for investing in spin-out companies across the University of
Oxford, not just those originating within the Chemistry Department.
In March 2002, IP2IPO entered into a second long-term partnership with the
University of Southampton. Under the terms of this partnership, IP2IPO is
committed to working with the University of Southampton in the identification
and facilitation of spin-out companies from across the University of Southampton
and to investing £5 million in early-stage University of Southampton spin-out
companies over a four year period in return for equity stakes in those
companies. In addition, IP2IPO also received a 20 per cent stake in Southampton
Asset Management Limited, a company that has been formed to hold the
University's equity stakes in its future spin-out companies. The partnership has
a term of at least 25 years.
IP2IPO entered into its third long-term partnership in May 2003 with King's
College London. IP2IPO will work with King's College London to help identify and
progress commercialisation opportunities as well as invest £5 million in seed
capital in spin-out companies from King's College London over a five year period
in return for equity stakes in those companies. In addition, IP2IPO will receive
20 per cent of King's College London's equity in spin-out companies and
technology licenses. The partnership has an initial term of 25 years.
In October 2003, IP2IPO announced a fourth partnership with the Centre for Novel
Agricultural Products ('CNAP'), based at the University of York. CNAP is a
flagship research centre that specialises in plant and microbial gene discovery.
Under the terms of the partnership a new company, Amaethon Limited, has been
created which has the right to commercialise CNAP's IP for 25 years. IP2IPO has
committed to invest £1.15m in Amaethon Limited in return for a one third equity
stake in Amaethon Limited (the remaining equity being owned by the University of
York) and will also invest in the spin-out companies based on CNAP's IP which
Amaethon Limited creates.
In June 2004, IP2IPO acquired Top Technology Ventures Limited, an investment
adviser to early stage technology funds. This combines IP2IPO's expertise in the
creation of new ventures based on world leading university IP with Top
Technology's focus on making early stage venture capital investments.
This information is provided by RNS
The company news service from the London Stock Exchange