Acquisition

RNS Number : 8080H

Access Intelligence PLC

01 March 2010

 



FOR RELEASE

7.00AM

1 MARCH 2010

ACCESS INTELLIGENCE PLC

("Access Intelligence plc" or "the Group")

(Innovative SaaS Solutions)

Acquisition and Equity Placing

The Board of Access Intelligence Plc is pleased to announce the acquisition of Cobent Limited ("Cobent"), and a share placing via Astaire Securities to raise £3.0 million gross proceeds by way of a placing of new ordinary shares.

Acquisition and Placing Highlights

Ø Access Intelligence has acquired Cobent Limited, the compliance software specialists, for a consideration of £5.2 million.  The consideration is in the form of 33,333,333 million new ordinary shares, £3.0 million in cash and up to £200,000 deferred consideration.

Ø In addition, 60,000,000 million new ordinary shares of 0.5 pence each ("Placing Shares") are being issued to raise £3.0 million gross proceeds by way of a placing.  The placing was oversubscribed and the size of the placing was increased to meet excess demand.

Ø The Placing Shares are being issued at a price of 5 pence per share, representing a discount of 13 per cent. to the closing price on AIM on 26 February 2010.  The 93,333,333 new ordinary shares of 0.5 pence each ("Ordinary Shares") being issued will represent approximately 36.9 per cent. of the enlarged share capital.

Ø The proceeds from the placing are to be used to meet the cash element of the consideration relating to the acquisition of Cobent Limited.

Ø All four of the Company's existing Board directors have participated in the placing.

Ø Application has been made to the London Stock Exchange for 88,433,333 Ordinary Shares to be admitted to trading on AIM today, with the remaining 4,900,000 Ordinary Shares to be admitted on 8 March 2010.

Ø The new Ordinary Shares will rank equally with the Company's existing Ordinary Shares.

Ø Howard Sears has been appointed to the Board of Directors as a Non-Executive Director with immediate effect, as well as continuing as CEO of Cobent Limited.

Acquisition of Cobent Limited

Cobent Limited was founded by Howard Sears in 2003 and is based in the UK, with a small presence in Texas, USA. The Company delivers training and compliance solutions into FDA, FSA and HSE regulated industries. With 50% of customers already buying the software as a service, Cobent compliments Access Intelligence's existing exposure to both compliance and Software-as-a-Service ("SaaS") solutions. Howard Sears and Anthony Dillon, the CEO and COO respectively, will join the Access Intelligence Group.

Cobent's Learning Compliance Suite provides on-demand, hosted training and compliance software into the pharmaceuticals, financial services and retail sectors. The core product is a learning management system with a built-in compliance audit trail. The software is used to train and monitor employees' competence and compliance with the appropriate regulations in a specific sector. Customers include: Eli Lilly, The United Nations, Aviva, Barclays, DSG and Ladbrokes.

Cobent's unaudited turnover for the year ending 31st December 2009 was £1.5 million (2008: £0.9 million), generating an EBITDA of approximately £553k (2008: £43k). The net assets of the business at 31 December 2009 were £220k.

The consideration for Cobent of £5.2 million comprises 33,333,333 million Ordinary Shares in Access Intelligence, issued at 6p per Ordinary Share and £3.0 million in cash.  This gives an average issue price per share of 5.4p. In addition there will be deferred consideration of up to £200,000 dependent on certain performance conditions.

Michael Jackson, Access Intelligence's Executive Chairman, commented:

"Cobent offers a 'Best of Breed' compliance training platform in highly defensive markets. Cobent has a strong management team with specialist knowledge in delivering compliance solutions into FDA, FSA and HSE regulated markets.

The acquisition is in line with our plans to focus Access Intelligence as a provider of compliance solutions via software as a service.  Cobent has good synergies with our existing businesses and we look forward to leveraging the significant expertise of the team in other Group companies.

The Cobent Learning Compliance Suite offers a strong bedrock on which to build a dynamic and competitive compliance proposition, providing us with growing revenues and increasing visibility in a defensive market."

Equity Placing

Access Intelligence also announces that it has raised £3.0 million through the issue of 60,000,000 new Ordinary Shares for cash. The Company is using the proceeds to fund the acquisition of Cobent Limited.

Of the 93,333,333 new Ordinary Shares being issued to vendors and placees, 88,433,333 new ordinary Shares will be admitted to trading on 1 March 2010, and the remaining 4,900,000 will be admitted to trading on 8 March 2010.

The directors of Access Intelligence have participated in the placing and have the direct and/or indirect shareholdings as follows:

Role	Participation/Increase	Revised Holding	% of enlarged share capital
Michael Jackson, Chairman	300,000	17,845,454	7.06%
Jeremy Hamer, Finance Director	500,000	3,441,762	1.36%
Ray Jackson, NED	1,000,000	4,636,364	1.83%
David Lowe, NED	800,000	4,597,475	1.82%
Howard Sears, NED	16,666,667	16,666,667	6.59%

Related party transaction

Michael Jackson and David Lowe, who are both directors of Access Intelligence, are also on the board of Elderstreet VCT.  In addition, Elderstreet VCT is a substantial shareholder in Access Intelligence and is deemed to be a related party.

As well as the participation of the directors, Elderstreet VCT has subscribed for 10,000,000 shares, and therefore the issue of such shares is treated as a related party transaction pursuant to Rule 13 of the AIM Rules. Following the placing Elderstreet VCT will own 33,000,000 Ordinary Shares, representing approximately 13.1 per cent. of the enlarged share capital.

The Independent Directors of Access Intelligence, having consulted with their nominated adviser, Astaire Securities Plc, consider the terms of the agreement to be fair and reasonable insofar as its shareholders are concerned.

Appointment of Howard Sear to the Board

Howard Sears, a founder and the CEO of Cobent Limited has today been appointed a Non-Executive Director of Access Intelligence.

Howard Sears (Aged 38), Non-Executive Director

Howard Sears currently holds responsibility for all commercial functions within Cobent.  With a commercial management and business development background, prior to founding Cobent, Howard was also a founder and sales director for Oxwood, a leading iTV software development company. During his career, he has also held senior business development positions within the Daily Mail General Trust Group.

Howard founded Cobent in 2003 after identifying a great need within regulated organisations for cost-effective, flexible and wholly compliant solutions to aid in designing corporate training and compliance programmes.  He has an in-depth knowledge on the design and implementation of organisation-wide knowledge, content management and Human Capital Management programmes and brings a wealth of understanding regarding the range of regulatory compliance issues that organisations face.

In accordance with Rule 17 and Schedule 2 (g) of the AIM Rules:

Present directorships or partnerships	Directorships or partnerships in past 5 years
Cobent Limited Astuta Limited	Oxford New Media Limited

As per Mr. Sears' service agreement, he will receive a basic salary of GBP100,000 per annum, a one off payment of GBP100,000 subject to him still being in employment with the Group on 31 December 2010 and a performance based bonus of £50,000 subject to certain milestones being hit in each of the years ended 30 November 2010 and 30 November 2011.  The directors service agreement will run for an initial period of two years and terminable on at least three months written notice by either party.

For further information:

Access Intelligence plc
Michael Jackson (Executive Chairman)	020 7831 5088
Jeremy Hamer (Finance Director)	07977 234 614
Astaire Securities Plc	020 7448 4400
Shane Gallwey / Lindsay Mair
Cubitt Consulting	020 7367 5100
Chris Lane / James Verstringhe / Nicola Krafft

Background Note on Access Intelligence

Access Intelligence plc is the parent company of a group of compliance Software-as-a-Service ("SaaS") businesses providing solutions for the financial services, procurement and media sectors.  The board is headed by Michael Jackson as Executive Chairman and Jeremy Hamer as Group Finance Director.

Product Portfolio

e-Procurement:

·      Managed by Alan Gray, a founder of the original business, who has been involved in developing financial solutions for over 20 years.

·      SaaS procurement & contract management solutions. Heavily compliance focussed following the recommendations of the Glover Report which proposed that all Public Sector organisations must engage suppliers via electronic tendering by 2012.

·      Over 130 customers incl. Bank of England, Met Police, Ladbrokes, and many large Local Government Authorities.

·      Recurring revenue represents 80% of total costs.

FSA Training & Competence:

·      Managed by David Alderson, a founder of the business with over 35 years of experience in the financial services sector, and a recognised industry expert in business critical software.

·      SaaS solutions for the financial services sector solving the industry's key challenges; controlling and monitoring compliance commitments and reducing administration overheads. Sales driven by the need to comply with the FSA's Retail Distribution Review.

·      Key customers include RBS & Aviva.

·      Recurring revenue will represent 46% of total costs by February 2010.

Media & Communications:

·      A new division created from the merger of two recent acquisitions, Solcara & Ether-Ray.

·      SaaS solutions for media relations & public sector news flow management. A market leader in the UK for media relations management software.

·      One integrated application enables users to capture, create, distribute, and analyse all communications, facilitating compliance with corporate messaging and upholding the reputation of the organisation.

·      Over 220 clients in local government, central government, police and several major private sector clients from Solcara.

·      Recurring revenue represents 140% of total costs.

 

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