Acquisition & Placing Summary
IDOX PLC
10 May 2007
IDOX plc
10 May 2007
IDOX plc ('IDOX' or the 'Company')
Acquisition and Placing
The Board of IDOX plc (AIM:IDOX), is pleased to announce the acquisition of CAPS
Solutions Limited ('CAPS') for a cash consideration of £21 million.
The consideration will be satisfied by bank debt and an equity fundraising to be
completed pursuant to a conditional placing which has been undertaken by Noble
& Company Limited ('Noble'). The conditional placing, which was substantially
oversubscribed, will involve the issue to institutional and other investors of
146,666,667 new ordinary shares of 1p each at 7.5p per share, raising £11
million before expenses. Completion of the acquisition of CAPS is expected to
take place (subject, inter alia, to shareholder approval) on 6 June 2007.
Highlights
• IDOX has agreed to acquire CAPS, a privately owned, profitable
UK-based company focused on the provision of software solutions, primarily to
local authorities.
• The consideration for the acquisition, which will constitute a reverse
takeover under the AIM Rules, is to be satisfied by a cash payment of £21
million. In order to finance in part the acquisition and provide the Enlarged
Group with sufficient working capital, the Company proposes to raise £11 million
(£9.6 million after expenses) by way of a Placing of 146,666,667 new ordinary
shares at 7.5p per share. In order to satisfy the remainder of the
consideration, the Company has entered into committed bank facilities with Bank
of Scotland totalling £11.6 million.
• The Board believes that the acquisition of CAPS is in line with IDOX's
stated strategy of focusing on providing software, solutions and services to
government and related bodies. The acquisition will provide IDOX with
significant earnings enhancement, synergistic revenue and cost reduction
opportunities and an opportunity to increase market share of the Enlarged Group
in the local authority sector. It will also create a strategic partnership with
ESRI (UK) Ltd, the UK's leading Geographic Information Systems (GIS) software
provider.
• CAPS believes that it is the UK market leader in case management
solutions which are spatially enabled and which are developed exclusively for
local government departments and agencies, bringing together information about
land, people and property. CAPS works closely with local authorities to deliver
technology products and services that drive efficiencies, delivering a better
service to citizens and businesses whilst helping local authorities to meet
e-government targets.
• The combination of the two businesses will result in an Enlarged Group
with pro forma historic sales of over £29 million per annum, which the Directors
believe will provide the Enlarged Group with increased credibility to bid for
larger, more complex contracts. The complementary products and services will
also present the Group with considerable cross-selling opportunities.
• On completion of the transaction Steve Ainsworth, currently Managing
Director of CAPS, will assume the role of Chief Executive Officer of the
Enlarged Group. Richard Kellett-Clarke will assume the role of Chief Operating
Officer. Martin Brooks will revert to his former role as Chairman.
Commenting on the acquisition, Martin Brooks, Chairman said:
'The acquisition of CAPS is a transforming transaction for IDOX, creating a
strong, profitable business with positive cash flow and significant recurring
revenue streams. We will be able to provide our many local authority and other
customers with a significantly enhanced capability going forward. I am
particularly pleased that Steve Ainsworth and his team from CAPS are joining us.
Steve will be taking on the role as Chief Executive Officer on completion of the
acquisition, which I have been fulfilling on an interim basis for the last
year.'
Dr Richard Waite, Managing Director of ESRI (UK) Ltd added:
'Whilst we are sorry that CAPS is leaving the ESRI Holdings group, we fully
support this change as we recognise the strategic opportunities it will bring
for both CAPS and IDOX. ESRI (UK) has been a committed business partner to both
CAPS and IDOX and we look forward to the positive relationships we have
developed with both companies continuing and growing in the future.'
The admission document published in connection with the acquisition and the
re-admission of IDOX following shareholder approval of the acquisition has been
posted to shareholders and prospective placees today. Copies of the admission
document are available during normal business hours, free of charge, from IDOX's
registered office at 2nd Floor, Times Square, 160 Queen Victoria Street, London
EC4V 4BF and from the offices of Noble & Company Limited at 120 Old Broad
Street, London EC2N 1AR, and will remain available for at least one month
following admission.
A research note will be available on the IDOX website at www.idoxplc.com
For further information, call:
IDOX plc
Martin Brooks, Chairman & Interim CEO 0870 333 7101
Richard Kellett-Clarke, CFO 0870 333 7101
Noble & Company Limited
Matthew Hall, Director 020 7763 2200
This information is provided by RNS
The company news service from the London Stock Exchange