Issue of Equity and Rule 9 Waiver
March 11 2011 - 6:00AM
UK Regulatory
TIDMINNO
11 March 2011
Innovise plc
("Innovise" or the "Company")
Issue of Equity, Holdings in Company and Rule 9 Waiver
Innovise plc, the AIM-quoted software solutions and IT services provider, has
issued and allotted a total of 1,250,000 new Ordinary Shares at a price of 40p
as final deferred consideration to Messrs McKenna, Middleton and Hart, the
vendors of Infrasolve Limited ("Deferred Consideration Ordinary Shares").
The acquisition of Infrasolve Limited was announced in January 2009 for a total
consideration of GBP6.67 million, including GBP4 million in new Ordinary Shares and
a further GBP1 million deferred for up to two years payable in either shares or
cash at the Company's option. The issue of 1,250,000 new Ordinary Shares in
relation to the first GBP0.5million of the deferred consideration was announced
in January 2010.
Following the issue of the Deferred Consideration Ordinary Shares, the
Company's issued share capital consists of 40,400,702 Ordinary Shares,
including 250,000 Ordinary Shares held in treasury. The total number of voting
rights in the Company is therefore 40,150,702. This figure of 40,150,702 may be
used by shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change of
their interest in, the Company.
Application has been made for the 1,250,000 new Ordinary Shares ranking pari
passu with the existing Ordinary Shares to be admitted to trading on AIM.
Admission is expected to occur on 17 March 2011.
Holdings in Company
Following the issue of the Deferred Consideration Ordinary Shares, Messrs
McKenna, Middleton and Hart ("the Vendors") have the following holdings in the
Company's issued share capital with voting rights:-
Name Shares acquired Revised Percentage of
enlarged issued
shareholding share capital with
voting rights
Joe McKenna, Director 416,667 4,166,667 10.38%
Mat Middleton 416,667 4,166,667 10.38%
Stephen Hart 416,666 4,166,666 10.38%
Rule 9 Waiver
The issue of the Deferred Consideration Ordinary Shares increases the aggregate
interest of the Vendors in the voting rights of the Company from 28.9% to
31.1%. The Vendors are deemed to comprise a concert party for the purposes of
the Takeover Code (the "Vendors Concert Party"). Under Rule 9 of the Takeover
Code ("the Code"), if any person acquires an interest in shares which, when
taken together with shares in which he and persons acting in concert with him
are already interested, carry 30% or more of the voting rights of a company
which is subject to the Code, that person is normally required to make a
general offer in cash to all shareholders in the company at the highest price
paid by him or any person acting in concert with him for an interest in such
shares within the preceding 12 months. As holders of shares carrying 50% or
more of the voting rights in the Company (based on the Company's enlarged
issued share capital) who are independent of the Vendors Concert Party have
confirmed in writing to the Takeover Panel that they would not accept the offer
which would otherwise be required to be made by the Vendors Concert Party, the
Takeover Panel has waived the requirement for a general offer to be made in
accordance with Note 5 on the Dispensations from Rule 9.
For further information contact:
Mike Taylor, Chief Executive Innovise plc 087 0626 0400
Tony Edwards, Finance Director Innovise plc 087 0626 0400
Edward Hutton, Nominated Northland Capital Partners 020 7492 4750
Advisor Limited
Ian Foster, Shareholder Wordsworth Communication Limited 077 3918 5050
Relations
Note to editors:
Innovise plc is a fast growing IT solutions company with two divisions, each of
which has its own management team and focused growth strategy.
Innovise ESM enables major organisations to transform complex IT environments,
resulting in improved performance and service. The division partners with the
leading global vendors to deliver best-in-class solutions to Fortune 500
businesses across a range of industries.
The Innovise Software & Solutions division consists of two complementary units:
Innovise Software's products are extensively used to improve efficiency within
the facilities management, support services and public sectors, while Innovise
Solutions provides customised and highly cost-effective managed services
including remote database administration, infrastructure management and
Microsoft solutions.
Innovise has offices in Brierley Hill, Slough, Southampton, London and Mumbai.
For more information, please visit www.innovise.com.
END
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