DSG21 Sep 2011 08:10
Acquisition and Placing
21 September 2011
Dillistone, the AIM quoted supplier of software for the international recruitment industry, is pleased to announce that it has today entered into an agreement to acquire Woodcote Software Limited ("Woodcote") ("Acquisition") and that Religare Capital Markets Plc has completed a placing on behalf of Dillistone of 694,445 new ordinary shares of 5p each in the share capital of Dillistone ("Placing Shares") to raise £500,000 (before expenses) at a price of 72p per Placing Share ("Placing"). Completion of the Acquisition and the Placing are subject only to admission of the Placing Shares and the Consideration Shares (as defined below) to trading on AIM.
The Company has also announced its interim results today and these are included in a separate announcement.
Woodcote
Woodcote is a non-trading holding company. Voyager Software Limited ("Voyager") (http://www.voyage.co.uk/), a wholly owned subsidiary of Woodcote, sells a number of software products to its target market of recruitment agencies. The products are designed to facilitate the filling of temporary or permanent vacancies. Voyager Software (Australia) Pty Ltd. ("Voyager (Australia)"), a wholly owned subsidiary of Voyager, markets a similar product range.
Between them, Voyager and Voyager (Australia) have over 700 active unique clients and nearly 5,000 active licenced users.
ExpressHR Services Limited, a subsidiary of Woodcote, is also being acquired by Dillistone as part of the Acquisition and on completion of the Acquisition ("Completion") will be immediately sold to Geoffrey Warburton, who holds shares in Woodcote through his pension scheme, for a consideration of £1.
For the year ended 30 June 2011 the unaudited consolidated management accounts of Woodcote (excluding ExpressHR Services Limited and excluding accounting for goodwill) showed profit before tax and profit after tax of £139,000 and £107,000 respectively on revenues of £2.2m. These accounts also showed net assets of £167,000 as at 30 June 2011.