Published: 14 December 2016
Idox plc (AIM: IDOX), a leading supplier of specialist information management solutions and services, is pleased to announce that it has today made a conditional voluntary offer to acquire the entire issued share capital of 6PM Holdings plc, a company listed on the Malta Stock Exchange, to be funded partly in cash and partly by the issue and allotment to 6PM Shareholders of Idox Shares (the "Offer"). The Offer values the entire issued share capital of 6PM at £18.46 million.
In conjunction with the Offer, the Company announces it intention to conduct a placing to raise gross proceeds of up to c. £20.5 million (before expenses) through the issue of new ordinary shares of 1 pence each in the Company (the "Placing Shares")(the "Placing").
The Placing Shares are being offered by way of an accelerated bookbuild ("Bookbuild"), which will be launched immediately following this announcement. Nplus1 Singer Advisory LLP ("N+1 Singer") will be acting as sole bookrunner in connection with the Bookbuild.
Highlights of the Acquisition
Financial effects of the Acquisition
Andrew Riley, Chief Executive of Idox plc, commented:
"The acquisition of 6PM is in line with our strategy of becoming a broader public sector provider and is expected to deliver a wide range of potential benefits – significant expansion in the large health and social care market, important enhancements to our digital services platform, and exciting opportunities to cross sell and derive operational synergies.
"It also plays very well to the public sector efficiency and cost saving agenda and the overall focus of our business on serving the public sector. We look forward to completing the fund raising and acquisition and delivering the earnings enhancement that we expect."
|Publication of the Circular and announcement of the Offer||14 December 2016|
|Publication of the Offer Document||14 December 2016|
|Latest time and date for receipt of Form of Proxy||10.30 am on 3 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 6PM Shareholders under the Offer||11.00 am on 24 January 2017|
|Latest time for satisfaction of all conditions under the Offer||11.00 am on 24 January 2017|
|Closing Date of the Offer||11.00 am on 24 January 2017|
|Admission of the Placing Shares ("Placing Admission")||8.002 am on 26 January 2017|
|Where applicable, expected date for CREST accounts to be credited in respect of Placing Shares in uncertificated form||26 January 2017|
|Where applicablle, expected date for posting of share certificates for Placing Shares in certificated form week commencing||30 January 2017|
|Admission of the Consideration Shares||8.00 am on 1 February 2017|
|Completion of the Offer and Settlement of the Offer Consideration||3 February 2017|
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 to the London Stock Exchange and the Company will make an appropriate announcement through a Regulatory Information Service.
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 (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 terminated prior to completion, the Company will utilize its banking facilities and existing allotment authorities to complete the Acquisition.
Additional information on the Placing is included below. Attention is drawn to the section headed 'Important Information' below and to the Appendix containing the terms and conditions of the Placing (representing important information for Placees only). The number of Placing Shares to be issued in connection with the Placing will be agreed by Idox and N+1 Singer following the close of the Bookbuild to further orders, and the results of the Placing will be announced as soon as practicable thereafter. The timing of the closing of the book, pricing and allocations is at the absolute discretion of Idox and N+1 Singer.
Terms used but not defined in this announcement shall have the meanings given to such terms in the Appendix. This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.
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
MHP (Financial PR) +44 (0) 20 3128 8100
For more information see www.idoxplc.com
Updated: 22 March 2018