Disposal
InterX PLC
17 April 2002
EMBARGOED UNTIL 7.00 AM 17 April 2002
INTERX PLC ('InterX' or the 'Company')
Proposed Sale of Software, Other Intellectual Property and
Business of InterX Technology Limited ('ITL') (the 'Sale')
The Board announces that InterX and its internet software subsidiary, ITL,
(together the 'Group'), have reached agreement for the sale to The Innovation
Group plc ('TiG') of all intellectual property relating to ITL's business ('ITL
IPR'), including the BladeRunner, InterX Net2020 and Wrapper software. Certain
other assets, including the sales pipeline, required for the business of ITL to
be acquired by TiG as a going concern, are also to be sold by ITL, with the
relevant staff being transferred.
The transaction, in accordance with the requirements of the Listing Rules of the
UK Listing Authority, is conditional upon shareholder approval and certain other
conditions. Accordingly, a circular (the 'Circular') will be sent to all
shareholders in due course in order to provide shareholders with information
regarding the sale and to seek their approval for the Sale at an extraordinary
general meeting. Irrevocable undertakings to approve the transaction have
already been received from 50.89 per cent. of InterX shareholders.
Consideration
Initial consideration, before transaction costs, will be payable by TiG in cash
to InterX and ITL of £300,000 and £1m respectively.
Deferred consideration of up to £7m may become payable to ITL by TiG, to be
satisfied in either cash or TiG shares, at TiG's option. The amount of the
deferred consideration payable will be calculated as a multiple of the value of
licence revenues from the ITL IPR achieved by TiG in the two year period from
today. The multiple to be applied in the first year will be 3 and in the second
year, 2. Of this deferred consideration, £4m is guaranteed, irrespective of the
level of licence revenues, and is payable in equal instalments on 1 April 2003,
1 October 2003, 1 April 2004 and 1 October 2004.
Name Changes
The ITL IPR includes the right to the use of the name InterX. Accordingly, ITL
will change its name upon completion of the transaction and InterX will change
its name by 31 October 2002 to names not incorporating the word 'InterX' or the
initials 'ITL'. Upon InterX changing its name, any remaining rights of InterX to
the InterX name will also be assigned to TiG.
Option Agreement
InterX and TiG will enter into an option agreement whereby TiG is granted an
option to subscribe for 1.5m new InterX shares at an exercise price of 6p per
share and acquires the right to appoint a non-executive director to the Board of
InterX. The option will lapse on 30 June 2004.
Financial effects of the transaction
As at 31 December 2001, the net assets the subject of the transaction were
valued at £nil, although goodwill attributable to the software business was
valued at £10m; this will be written off to the profit and loss account.
Revenues and net losses attributable to these net assets in the six months ended
31 December 2001 were £976,000 (11 months ended 30 June 2001: £5.8m) and £6.6m
(11 months ended 30 June 2001: £25.3m) respectively.
Currently, the ITL IPR is the sole source of revenue for the Group, apart from
management charges to the Company's remaining investments.
The initial consideration of £1.3m from the transaction will reduce to
approximately £530,000, after accounting for professional fees associated with
the transaction and other matters.
As at 31 March 2002, assuming completion of the transaction had taken place and
after payment of the professional fees referred to above, the Group would have
had aggregate cash reserves of approximately £3.8m. The Group currently has
outstanding net creditors of £1.9m and will, after completion of the
transaction, have future monthly operating costs, including property related
costs, of approximately £300,000 per month. In order to increase the Company's
available cash reserves the Board continues actively to market the Company's
head office in Brentford, upon which there is a £5.4m rent deposit.
Diligenti Limited ('Diligenti')
Diligenti remains in breach of the terms of the InterX loan agreement, which was
due for repayment on 31 December 2001. £18m remains due to InterX under this
loan agreement. Diligenti's creditors and shareholders approved proposals for a
company voluntary arrangement ('CVA') on 11 March 2002. Approximately £0.8m is
required to fund the CVA and the Board is currently assessing how this should be
funded.
Subject to completing the funding of the CVA, InterX has options to increase its
shareholding in Diligenti to approximately 95 per cent. InterX believes that
Diligenti has the potential to offer shareholders value in the future. The Board
will provide more information concerning Diligenti in the Circular.
Conclusion
The Board's strategy is to realise the value of the Company's assets for the
benefit of shareholders.
The current financial vulnerability of the Group has irreparably damaged ITL's
credibility as a viable enterprise software vendor and has accordingly impacted
ITL's ability to convert its sales prospects into revenue. It is the opinion of
the Board that the transaction represents the best option for shareholders with
regards to realising value from ITL's software and related business assets.
The Board continues to work towards realising value from the InterX Group's
other assets and will update shareholders further in the Circular, which will
include the results for the quarter ending 31 March 2002 and an update on the
working capital position of the InterX Group.
For further information, please contact:
InterX plc 020 8817 4000
Simon Barker, Chief Executive
Simon Miesegaes, Finance Director
This information is provided by RNS
The company news service from the London Stock Exchange