InterX PLC
20 May 2002
20 May 2002
InterX plc ('InterX', the 'Group' or the 'Company')
Result of Extraordinary General Meeting ('EGM'),
Suspension of Listing and Board Changes
The Board announces the results of the EGM held at 10:00 am today. All
resolutions were passed, including the Ordinary Resolution to approve the sale
to The Innovation Group plc of the business, certain assets and intellectual
property of InterX Technology Limited and certain other assets of the Group.
99.9 per cent. of votes cast were in favour of the Ordinary Resolution.
Completion is expected to occur later today.
Richard Jewson, Chairman, made the following statement to shareholders:
'As stated in the circular of 26 April 2002, following approval of the sale of
the software business, InterX's shares will be suspended from the Official List
of the UK Listing Authority and from trading on the London Stock Exchange upon
the passing of these resolutions. InterX will remain suspended until it has
control over the majority of its trading assets (in accordance with Rule 3.6 of
the Listing Rules of the UK Listing Authority (the 'Listing Rules')) or is
otherwise de-listed.
Following completion of the sale, the Group's major trading asset will be
Exemplar, which is majority-owned by Diligenti. In order, therefore, to comply
with Rule 3.6 and to have the suspension lifted, InterX must control Diligenti
and demonstrate to the UK Listing Authority the suitability of the Group for
listing. InterX currently holds 34 per cent. of Diligenti's issued share
capital.
InterX has entered into option agreements with other Diligenti shareholders to
increase its holding of Diligenti's issued share capital, for nominal
consideration, to approximately 95%. The exercise of these options is
conditional on the funding by InterX of Diligenti's company voluntary
arrangement and other restructuring actions in relation to the Diligenti group
having been completed. These option agreements expire on 31 December 2002. It is
the Board's view that gaining control of Exemplar, through the exercise of these
options, is central to the on-going strategy of the Group. However, prior to the
exercise of these options, in addition to the conditions outlined above, InterX
requires the completion of a fundraising by Exemplar which is currently being
undertaken.
The exercise of these options is likely to be deemed a reverse takeover under
the Listing Rules and as such would be subject to shareholder approval. This
will involve the publication of a further circular, at a significant cost to the
Company. Such a circular would have to contain a positive working capital
statement for the enlarged Group which, notwithstanding the current financial
position of Exemplar, the Company could not currently give owing to continuing
office rental liabilities and advisers' fees in relation to this new
transaction.
The Board has considered providing shareholders with an alternative market for
its shares and has, as previously reported, been investigating the possibility
of admission of its shares to AiM, where it is anticipated that the costs of
maintaining a listing would be reduced, especially in relation to completing the
on-going reorganisation of the Group.
The results of this investigation have identified that, as at today, the Company
is not in a position to be admitted to trading on AiM, because the Board is not
in a position to make a firm commitment with regard to the Company completing
the reverse takeover of InterX by Diligenti. To make this firm commitment the
Board is required to be confident that a positive working capital statement for
the enlarged Group would be made at the time the reverse takeover is completed.
The enlarged Group would also have to comply with the AiM Rules. A reverse
takeover, while the Group's shares are trading on AiM, would still require
shareholder approval and the publication of a circular.
Notwithstanding the above, the Board is committed to maximising the value of the
Group's assets and implementing the most cost-effective and appropriate method
of returning that value to shareholders, while being mindful of the need for a
liquid market in the Company's shares.
The Board continues to review all options for value realisation and will report
back to shareholders in due course.'
Board Changes
As noted in the circular of 26 April 2002, Mike Shinya and Philip Sant have
resigned as directors with effect from today.
Richard Jewson commented:
'I would like to thank both Mike and Philip for their contribution and support
during what has been a difficult time for both the Company and our
shareholders.'
For further information, please contact:
Simon Barker / Simon Miesegaes 020 8817 4000
InterX
Colin La Fontaine Jackson 020 7767 1000
ING Barings
This information is provided by RNS
The company news service from the London Stock Exchange
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