TIDMIDOX
RNS Number : 8792R
IDOX PLC
14 December 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO
DO SO.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR
ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE
OF ANY SECURITIES OF IDOX PLC IN ANY JURISDICTION IN WHICH ANY SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THIS ANNOUNCEMENT
NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF
IDOX PLC.
14 December 2016
Idox plc
("Idox" or the "Company")
Result of Placing and Notice of General Meeting
Idox plc (AIM: IDOX), a leading supplier of specialist
information management solutions and services, is pleased to
announce that, following its announcements earlier today, the
Company has conditionally raised gross proceeds of GBP20.5 million
through the successful placing, by means of an accelerated
bookbuild, with existing and new investors, of 34,166,667 new
Ordinary Shares (the "Placing Shares") at a price of 60 pence per
Placing Share. The Placing Price represents a discount of
approximately 14.3 per cent. to the Closing Price on 13 December
2016 and of approximately 3.8 per cent. to the average Closing
Price over the twenty trading days prior to announcement of the
Placing. The Placing Shares will represent approximately 8.4 per
cent. of the Enlarged Share Capital[1].
The net proceeds of the Placing, being approximately GBP19.7
million, will be used to partially fund the proposed Acquisition of
6PM Group, to repay certain 6PM Group debt and to provide 6PM Group
with additional working capital.
Capitalised terms used but not defined in this announcement
shall have the meanings given to such terms in the Circular.
Highlights of the Acquisition
-- 6PM Group, founded in 2004, delivers software and solutions, principally to the UK NHS
-- The Acquisition offers Idox the opportunity to expand
significantly its presence in the health and social care market
whilst playing to the public sector efficiency and cost saving
agenda
-- The Acquisition is expected to broaden the Idox public sector
product offering, further expand its customer base providing
cross-selling opportunities and operational synergies and enhance
its digital services platform
Financial effects of the Acquisition
-- The Acquisition is in line with Idox's target of achieving
GBP100m of revenues at sustainable margins in the short to medium
term, through a combination of organic growth and acquisitions
-- The Directors believe the Acquisition will be earnings enhancing from FY17 onwards
Related Party Transaction
Hargreave Hale Ltd ("Hargreave Hale"), a substantial shareholder
in the Company (as defined by the AIM Rules) has subscribed for
8,030,501 Placing Shares at the Placing Price through the Placing.
Hargreave Hale's participation in the Placing is deemed to be a
related party transaction under the AIM Rules. The Directors,
having consulted with N+1 Singer, the Company's Nominated Adviser,
consider that the terms of Hargreave Hale's subscription are fair
and reasonable insofar as Shareholders are concerned.
General Meeting
The issue and allotment of the Placing Shares is conditional on
the Offer becoming unconditional and the Placing is also
conditional, inter alia, on the passing of the Resolution. A
General Meeting is therefore being convened at 10.30 am on 5
January 2017 at Fairfax House, 15 Fulwood Place, London WC1V 6AY
for the purpose of considering the Resolution. The circular to be
posted in connection with the Placing (the "Circular"), which will
provide further details of the Placing and include a notice
convening the General Meeting, is expected to be sent to
Shareholders and be available on the Company's website later
today.
The Acquisition is not conditional on the Placing becoming
unconditional or completion of the Placing. In the event that the
conditions relating to the Offer are fulfilled (or waived by the
Company) but the Resolution is not passed or the Placing is
otherwise terminated prior to completion, the Company will utilize
its banking facilities and existing allotment authorities to
complete the Acquisition.
Andrew Riley, Chief Executive of Idox, commented:
"We are pleased to have completed a successful placing, to
provide the financing of our proposed acquisition of 6PM announced
earlier today. Existing and new investors participated in the
placing, which was significantly oversubscribed, and we thank them
for their support.
"The acquisition is in line with our strategy of becoming a
broader public sector provider and is expected to deliver a wide
range of potential business and financial benefits."
Expected Timetable
Publication of this document and 14 December 2016
announcement of the Offer
Publication of the Offer Document 14 December 2016
Latest time and date for receipt 10.30 am on 3
of Form of Proxy January 2017
Voting Record Date 6.00 pm on 3
January 2017
General Meeting 10.30 am on 5
January 2017
Latest time for acceptances from 11.00 am on 24
6PM Shareholders under the Offer January 2017
Latest time for satisfaction of 11.00 am on 24
all conditions under the Offer January 2017
Closing Date of the Offer 11.00 am on 24
January 2017
Admission of the Placing Shares 8.00 am on 26
January 2017
Where applicable, expected date 26 January 2017
for CREST accounts to be credited
in respect of Placing Shares in
uncertificated form
Where applicable, expected date week commencing
for posting of share certificates 30 January 2017
for Placing Shares in certificated
form
Admission of the Consideration 8.00 am on 1
Shares February 2017
Completion of the Offer and Settlement 3 February 2017
of the Offer Consideration
Each of the times and dates refer to London time and are subject
to change by the Company (with the agreement of N+1 Singer), in
which case details of the new times and dates will be notified
through a Regulatory Information Service.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR").
Enquiries:
Idox plc +44 (0) 870 333 7101
Laurence Vaughan, Non-Executive Chairman
Andrew Riley, Chief Executive
Jane Mackie, Chief Financial Officer
N+1 Singer (NOMAD and Broker) +44 (0) 20 7496 3000
Shaun Dobson
Liz Yong
James Hopton
MHP (Financial PR) +44 (0) 20 3128 8100
Reg Hoare
Andrew Leach
Charlie Barker
[1] Assuming that the maximum number of Consideration Shares are
issued pursuant to the Offer
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCQZLFFQLFLFBZ
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