Acquisition and Total Voting Rights

RNS Number : 5652W

Tekcapital plc

28 April 2016

 

Tekcapital plc

("Tekcapital" or the "Company")

Acquisition of Vortechs Group Inc. Assets and Total Voting Rights Update

Expansion of Service Offerings to Include Technology Transfer Placement Services

Tekcapital plc (AIM: TEK), an international provider of technology and intellectual property services, is pleased to announce the acquisition of the certain assets and the business of Vortechs Group Inc. ("Vortechs Group"), a leading technology transfer executive search firm.   

Founded in 1998 by Glen Gardner, Vortechs Group is a specialised executive search firm for organisations seeking technology transfer professionals. The Directors believe that this acquisition will expand Tekcapital's services and enable the Company to provide technology transfer professionals, in addition to the technology transfer and related analytics services that it currently delivers to its university and corporate clients.  The Directors also believe that the acquisition will provide Tekcapital with access to an enlarged network of key contacts within the technology transfer sector. 

Under the terms of the acquisition, it is intended that current associates and management of Vortechs Group will remain in place as employees of Vortechs Group and will continue to manage and operate Vortechs Group's business activities as a division of Tekcapital. 

Vortechs Group's unaudited management accounts for the year ended 31 December 2015 recorded revenues of approximately $351,000 and a pre-tax loss of approximately $3,000 and at 31 December 2015 had net assets of approximately $42,000.

Tekcapital has issued 577,868 new ordinary shares of 0.4 pence (the "Consideration Shares") to Vortechs Group at an issue price of 47.5p per share and paid $100,000 cash as consideration for this acquisition. The Consideration Shares will rank pari passu with the Company's existing issued ordinary shares. Application will be made for the admission of the Consideration Shares to trading on AIM ("Admission") and it is expected that Admission will become effective on or around 4 May 2016.  Vortechs will be subject to certain restrictions in respect of the disposal of the majority of the Consideration Shares.

The acquisition has been structured so that Tekcapital acquires the intellectual capital assets of Vortechs Group, such as, inter alia, websites, software, intellectual property and related sales and marketing information, goodwill, client lists, client contracts, receivables earned following completion and certain other assets of the business. Tekcapital will not acquire the Vortechs Group corporate entity and certain of its fixed assets. Additionally, Tekcapital will not acquire or assume any of Vortechs Group's liabilities.

For operating the Vortechs Group's business on behalf of Tekcapital and for covering all related business expenditures going forward, Tekcapital will pay Vortechs Group a management and service fee, based on revenue achieved, for a minimum period of five years.  

 

Total Voting Rights

Following Admission, the total number of ordinary shares in issue and voting rights of the Company will be 35,421,207 ordinary shares. The Company does not hold any ordinary shares in treasury.  This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Dr. Clifford M. Gross, Executive Chairman of Tekcapital, commented: "We are very pleased to announce the acquisition of the Vortechs Group assets and business. The Directors believe that this acquisition will provide an additional valuable and synergistic service for our clients."

For further information, please contact:

Tekcapital Plc		[phone] Ext 305
	Clifford M. Gross	[e-mail]
Allenby Capital Limited (Nominated Adviser & Joint Broker)		[phone]
Jeremy Porter / Alex Brearley
Optiva Securities Limited (Joint Broker)		[phone]
Jeremy King / Vishal Balasingham		[e-mail]
Walbrook PR Ltd		[phone]
Paul Cornelius /Helen Cresswell/Sam Allen		[e-mail]

Tekcapital plc - The World's Largest University Network for Open Innovation

Tekcapital helps clients profit from new, university-developed intellectual properties. With our proprietary discovery search engine, linked to 4,000+ universities in 160 countries, coupled with expert scientific review, we provide a turn-key service to make it easy for clients to find and acquire the IP, analytics and technology transfer professionals they need to create a competitive advantage. Tekcapital plc is listed on the AIM market of the London Stock Exchange (AIM: symbol TEK) and is headquartered in Oxford, in the UK. For more information, please visit www.tekcapital.com

 

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