Placing and Open Offer

Ingenta PLC 26 February 2003 Ingenta plc ('the Company') Placing and Open Offer of 41,314,981 new Ordinary Shares Introduction The audited results of the Company for the year ended 30 September 2002 have been posted to Shareholders today. The Board has also today announced details of proposals (the 'Proposals') to raise a total of £2.07 million, before expenses, to provide additional working capital by way of a Placing and Open Offer of 41,314,981 new ordinary shares of 5p each in the Company ('Ordinary Shares'). Implementation of the Proposals will require the issue of additional share capital of the company and the Proposals are therefore conditional, inter alia, on the passing by Shareholders of relevant resolutions at an EGM to be held at 9.30am on 21 March 2003. Details of the Placing and Open Offer are set out below. Application will be made for all of the new Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the new Ordinary Shares will commence, following the EGM, on 24 March 2003. Background to and Reasons for the Proposals The statement issued by the Company accompanying the preliminary results released on 10 December 2002 confirmed that Ingenta continues to make substantial progress in its underlying trading activities and that the Board had responded rapidly to a slowing rate of new business acquisition through reorganisation and the introduction of new management. The Board remains committed to this policy of growing the business in a cost effective way. In reviewing the working capital requirements of the Company, the Directors have had regard to the fact that it is still relatively early in the financial year. Whilst they are confident that the Company's performance will show continuing growth, there is still a wide range of possible outcomes for the year, and hence a wide range of possible working capital requirements for the Company. In the current uncertain business climate the Directors feel it is appropriate to take a prudent view of the possible outcomes for the year, and to provide for a working capital requirement at the lower end of the range of possible outcomes for the year. In arriving at this conclusion the Directors have taken into account: (a) business already contracted; and (b) prudent assumptions consistent with business achieved in the last financial year in relation to both repeat business from existing customers and new business to be won and recognised during the current year. The Board has therefore announced details of proposals to raise £1.80 million (net of expenses) in a way which provides certainty and additional flexibility for the Company and also allows Shareholders fully to participate. Without the above injection of capital the Company may not be able to continue in operational existence for the foreseeable future. Current Trading and Prospects The repeat nature of certain of the Group's revenue streams (for example from maintenance and upgrade contracts and revenue sharing) means the base of actually contracted income, and expected repeat business from existing customers, going into the new financial year continues to increase and benefit from new business won during the 2002 financial year. The above factors, taken together with the Group's market position and overall market potential, its relatively high margins, stable operating costs, strengthened management team and re-organised operations, provide the Board with confidence for the prospects of the Group. Details of the Placing and Open Offer The Company is proposing to raise approximately £1.80 million net of expenses, by way or a Placing and Open Offer of 41,314,981 new Ordinary Shares. The Directors and certain other Shareholders have irrevocably agreed to subscribe for their full entitlement under the Open Offer representing 7,450,115 Offer Shares in aggregate. In addition, the Directors and certain other parties have, in effect, underwritten the balance of the Offer Shares by irrevocably agreeing to subscribe for them subject to clawback to satisfy valid applications under the Open Offer from Qualifying Shareholders. The Placing and Open Offer is not being underwritten by Collins Stewart. Qualifying Shareholders may subscribe for Offer Shares at the Issue Price in proportion to their shareholdings on the record Date on the basis of: 2 Offer Shares for every 3 existing Ordinary Shares held at the close of business on the Record Date, 20 February 2003, at a price of 5p per share. To the extent that the Offer Shares are not taken up under the Open Offer they will fall to be allotted to Placees under the Placing. Application by Qualifying Shareholders will be satisfied in full up to their pro rata entitlement. The net proceeds of the Placing and Open Offer will be used to provide additional working capital for the Company. The Placing and Open Offer is conditional inter alia upon the passing of the Resolutions to be proposed at the EGM, upon the Placing and Open Offer Agreement becoming unconditional in all respects and not being terminated in accordance with its terms and upon Admission. Under the terms of the Placing and Open Offer Agreement Collins Stewart has the right to terminate in the event of inter alia any of the warranties contained therein not being true, breach by the Company of its obligations under the Placing and Open Offer Agreement or occurrence of any event requiring the publication of a supplementary prospectus. Collins Stewart does not have the right to terminate in the event of force majeure. The Open Offer is not being made to Overseas Shareholders. The New Ordinary Shares issued pursuant to the Placing and Open Offer will, when issued, rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or after, or by reference to a record date on or after, the date of their issue and will be free of all liens, charges and encumbrances. It is expected that Admission will become effective and dealings in the new Ordinary Shares will commence on 24 March 2003. Directors' and other Shareholders' Intentions All of the Directors and certain other Shareholders have irrevocably undertaken to subscribe for their full entitlement of new Ordinary Shares under the Open Offer in respect of their own shareholdings, equivalent to a total of 7,450,115 Ordinary Shares, representing 7.21 per cent. of the Company's enlarged issued share capital. In addition, the Directors and certain other parties have irrevocably agreed to subscribe for the balance of the Offer Shares subject to clawback to satisfy valid applications under the Open Offer from Qualifying Shareholders. Annual General Meeting and Extraordinary General Meeting An EGM of the Company has been convened for 9.30am on 21 March 2003. At the meeting, Shareholders will be asked to consider resolutions to: (1) increase the authorised share capital of the Company to £7,750,000 by the creation of an additional 55,000,000 Ordinary Shares of 5p each; (2) authorise the Directors to allot, inter alia, the Offer Shares for the purposes of section 80 of the Act; (3) disapply the statutory pre-emption rights set out in section 89 of the Act to enable the Directors, inter alia, to allot the Offer Shares; and (4) to amend the Company's borrowing powers under its Articles of Association in order to allow it to utilise its banking facilities. The Placing and Open Offer Agreement is conditional upon the passing of these Resolutions. The Directors have no present intention to allot any Ordinary Shares pursuant to the authority proposed to be granted to them at the Extraordinary General Meeting, save for the allotment of the Offer Shares and the allotment of Ordinary Shares in the event of share options being exercised. The Board is appointing Grant Thornton to act as auditors. A resolution confirming their appointment will be put to shareholders at the Annual General Meeting of the Company to be held at 9.00am on Friday 28 March 2003. Recommendation If the resolutions are not passed at the EGM, or net proceeds of at least £1.80 million are not raised under the Placing and Open Offer for any other reason, the Company may not have sufficient working capital for its present requirements, and in the absence of additional financial support, may be unable to continue in operational existence for the foreseeable future. The Directors therefore consider that the Proposals are in the best interests of the Company and the Shareholders taken as a whole. Accordingly, the Directors unanimously recommend you to vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting, as they have irrevocably undertaken to take up their own entitlements under the Open Offer and vote in favour of the Resolutions in respect of their own beneficial holdings of 9,325,173 Ordinary Shares held at the date of this document which, together with undertakings to vote in favour of the Resolutions already received from the holders of a further 1,850,000 Ordinary Shares, represents approximately 18 per cent. of the Company's issued ordinary share capital. Further information: Mark Rowse Ingenta plc 01865 799 000 26 February 2003 This information is provided by RNS The company news service from the London Stock Exchange

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