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Castleton Technology Plc

 ("Castleton" or "the Company")

Proposed Acquisition of Documotive for £4m and Placing to raise £5.5m

Further step in strategy to build out public sector technology support services

Notice of General Meeting

Castleton is pleased to announce the proposed acquisition of the entire issued share capital of Documotive Limited (the "Acquisition"), and a conditional oversubscribed placing of 500,000,000 ordinary shares of 0.1 pence each (the "Placing Shares") raising gross proceeds of £5.5 million.

Highlights:

· Proposed acquisition of Documotive Limited ("Documotive"), a leading software supplier to the social housing sector, for £4m, to be satisfied by:

o £3 million in cash

o £1 million of zero coupon convertible loan notes

· Anticipated enterprise value of £3.85 million (post completion accounts)

· Current year forecast EV/EBITDA multiple of 5x

· For the year to 31 October 2014 Documotive is expected to deliver turnover of £3.2 million and EBITDA of £0.8 million

· Heavily oversubscribed placing welcoming several new institutional shareholders to support the growth of the Company

· Placing of 500,000,000 new Ordinary Shares at a price of 1.1 pence per Ordinary Share (the "Placing Price"), raising gross proceeds of £5.5 million to be used for:

o cash consideration for Acquisition

o repayment of proportion of Loan Notes

o working capital to fund further acquisitions

· Conversion of £0.2 million Loan Notes by employees at Placing Price

Strategic Rational for Acquisition:

· Documotive brings a strong suite of software specifically tailored to the social housing sector

· Acquisition complements capabilities and offering of Montal, the specialist outsourced IT managed services business acquired on 23 June 2014; limited customer overlap offers up cross-selling opportunities

· Consistent with strategy to build out a managed services and software business for the public and not for profit sectors

Ian Smith, Chief Executive of Castleton, commented:

"The acquisition of Documotive is an important further step in our strategy to build out a public sector focused managed services and software business. The business fits well with Montal, our specialist outsourced managed services business, also focused on the public sector. We see a great opportunity to provide technology support to the fragmented and under invested public sector and we are actively pursuing further complementary investment opportunities."

A circular will be sent to shareholders giving notice of a general meeting of Castleton to be held on 17 November 2014 at 11.00 a.m. at the offices of DAC Beachcroft LLP, 100 Fetter Lane, London EC4A 1BN. A copy of the circular will be available on the Company's website www.castletonplc.com.

Capitalised but undefined terms shall have the meaning given to them in the definitions appearing in the circular.

Enquiries:

The following text has been extracted from the circular:

1. Introduction

The Company today announced that it has entered into the Acquisition Agreement to conditionally acquire the entire issued share capital of Documotive for an aggregate sum of £4 million (subject to adjustment). Further details of the Acquisition Agreement are set out below.

To fund the cash element of the Consideration, the Company has today also announced that it has raised £5.5 million (before expenses) by way of a conditional share placing arranged by finnCap of 500,000,000 Placing Shares, at 1.1 pence per Placing Share.

The Placing is conditional on, inter alia, the Company obtaining approval from its Shareholders to grant the Board authority to allot the Placing Shares and to dis-apply statutory pre-emption rights which would otherwise apply to the allotment of the Placing Shares. Accordingly, the General Meeting is being convened for the purpose of considering the Resolutions which will give the Directors the necessary authorities to allot, inter alia, the Placing Shares.

The purpose of this document is to provide you with information about the background to and the reasons for the Acquisition and the Placing, to explain why the Board considers the Acquisition and the Placing to be in the best interests of the Company and its Shareholders as a whole and why the Directors recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, as they, the other Directors and their immediate families and connected persons (within the meaning of section 252 of the Act) intend to do in respect of their aggregate holdings of 162,661,239 Ordinary Shares representing approximately 26.1 per cent. of the existing issued share capital of the Company, notice of which is set out at the end of this document.

2. Background to and Reasons for the Acquisition and Placing

It has been the Directors' stated strategy to build a public sector focused IT managed services business. The Directors ' believe that the public and not for profit sector is a fragmented market due to its requirements and therefore a significant opportunity exists to capitalise on the ability to address historic under-investment in IT infrastructure. The initial focus of Castleton is on the social housing sector which is a well-funded, large and addressable market with a requirement to use technology to improve working practices and deliver cost savings.

In June 2014, the Company acquired Montal. Montal has a track record of delivering IT solutions dating back to 1985 and the business has good penetration in the public sector particularly within social housing and care providers. Documotive is a software business providing electronic document and record management ("EDRM") services to the social housing sector. Montal has 60 housing associations as customers, Documotive has 95. The Directors believe that approximately 600 of the 1700 housing association in the UK are of sufficient scale to be attractive customers of the Company and therefore believe a significant further opportunity exists within this market segment. Housing associations often have similar working practices and are engaged in government led programmes to improve the customer experience by programmes such as "Digital by Default". The Directors believe that trusted suppliers are well placed to deliver a wide range of solutions to their customers.

Montal and Documotive have little overlap in terms of customer base, which offers sales synergies and the opportunity for cross-selling.

The Placing will fund the cash consideration for the Acquisition and be used in order to repay a proportion of the Loan Notes as well as provide working capital to fund potential future acquisitions.

3. Information on Documotive

Documotive was founded in 2007 to address opportunities to provide software solutions to the social housing sector. It provides EDRM, CRM, Purchase to Pay and Business Intelligence solutions and services to the social housing sector. The solutions it sells are specifically tailored for the sector, competing with much larger organisations offering more generic solutions; its nimble client-focused approach differentiates the offering.

95 out of 600 targeted housing associations are currently customers. Furthermore, Documotive enjoys very high levels of customer retention which evidences the quality of its solutions. Its maintenance base is growing year on year and currently accounts for 25 per cent. of turnover.

Documotive's solutions include:

· EDRM - tailor made for the social housing sector, allowing an organisation to manage all of its documents and supporting information effectively and securely, catering for the individual needs of each department and helping to comply with Data Protection legislation;

· CRM - a system powered by a data warehouse that provides highly efficient data exchange to ensure that information held in the system is up to date and is fully compatible with Documotive's Business Intelligence System;

· Purchase to Pay - a purchase processing solution that streamlines purchasing processes; and

· Business Intelligence - designed to provide organisations with a complete view of performance and service delivery.

Financial performance of Documotive

Historic and outturn performance to year ended 31 October 2014

* Outturn estimate based on management information as at 1 October 2014

Breakdown of Revenue

Documotive has shown consistent growth in sales with high gross margins and good quality earnings. In addition to a maintenance base generating 25 per cent. of its revenues, which is expected to increase to circa £900,000 in the coming financial year, it has further repeatable revenue streams from professional services and scanning which are expected to grow to circa £600,000. Furthermore, the business has a strong pipeline of new sales opportunities and is a well established and respected supplier in the sector.

Relationship with 365 Agile Limited

The founders of the business are selling Documotive in order to focus on a newly developed software application, Agile, which they will do with financial investment and support from MXC Capital.

Agile is a recently developed software application that enables remote working, and while it will initially focus on the social housing sector, it has a number of potential vertical applications. The on-going success of Documotive will be key to the success of Agile. As a term of the Acquisition Agreement, the business assets of Agile have been hived out of Documotive on the terms of the Hive-out Agreement and acquired by 365 Agile Limited. However, it is envisaged that the two businesses will have a close working relationship following the Acquisition and have entered into a transitional services agreement. Furthermore, Davinder Sanghera, a founder and outgoing director of Documotive, will, at Completion, enter into a service agreement with Documotive to continue to manage and oversee its operations. Documotive has the exclusive right to sell Agile's solutions in the social housing sector for a period of three years at an agreed margin.

MXC Capital will, on Completion of the Hive-out Agreement, own 25 per cent. of the issued share capital of 365 Agile Limited.

4. Terms of the Acquisition

Pursuant to the terms of the Acquisition Agreement, the Vendors have agreed to sell and the Company has agreed to buy the entire issued share capital of Documotive for payment at Completion of the Consideration.

The key terms of the Acquisition Agreement are as follows:

· the Consideration payable is £4,000,000, subject to a cash adjustment. The Consideration shall be paid as to: (i) £3,000,000 in cash on Completion to the Vendors, of which £2,279,032 shall be paid to the Vendors and £720,968 to various option holders; and (ii) the issue of the Convertible Loan Notes;

· the Acquisition is conditional upon: (i) Completion of the Placing, save for receipt of the placing proceeds; (ii) there not having occurred any material adverse change in the business, operations or assets of Documotive or in any matters disclosed; and (iii) completion by Documotive of the Hive-out Agreement;

· the Acquisition Agreement contains warranties and indemnities given by the Vendors to the Company. The Vendors total aggregate liability under the Acquisition Agreement shall not in any event exceed the amount of the Consideration. The Vendors have agreed to various restrictive covenants for a period of two years Completion; and

· the Vendors have agreed to procure the delivery of the relevant documentation from the option holders in respect of the shares in Documotive to be transferred by them.

Convertible Loan Notes

The Company has entered into a loan note instrument creating £1,000,000 of unsecured convertible loan notes 2015. It is proposed that the Convertible Loan Notes will be issued by the Company to the Vendors on Completion in part satisfaction of the Consideration. To the extent not previously converted, repaid or redeemed, the Convertible Loan Notes will be repaid by the Company 12 months from the date of the loan note instrument. The Convertible Loan Notes are not transferable (except with the prior written consent of the Company) and carry no right to interest. Subject to the Convertible Loan Notes not having been redeemed or repaid in accordance with terms of the loan note instrument, each holder of the Convertible Loan Notes may, by written notice to the Company at any time, serve a conversion notice on the Company to convert all outstanding Convertible Loan Notes into fully paid Ordinary Shares at the Placing Price. 

5. The Placing

The Company has conditionally raised £5.5 million (before expenses) through the proposed issue of the Placing Shares at the Placing Price, which represents a discount of approximately 18.2 per cent. to the closing middle market price of 1.3 pence per Ordinary Share on 29 October 2014, being the last practicable date prior to the publication of this document. The Placing Shares will represent 43.3 per cent. of the Enlarged Issued Share Capital. The net proceeds of the Placing (including costs associated with the Acquisition) are expected to be approximately £5.2 million.

The Placing Agreement

Pursuant to the terms of the Placing Agreement, finnCap has conditionally agreed to use its reasonable endeavours, as agent for the Company, to place the Placing Shares with certain institutional and other investors at the Placing Price. The Placing Agreement is conditional upon, inter alia, the Resolutions being duly passed at the General Meeting and Admission becoming effective on or before 8.00 a.m. on 18 November 2014 (or such later time and/or date as the Company and finnCap may agree, but in any event by no later than 8.00 a.m. on 30 November 2014). The Placing is not being underwritten.

The Placing Agreement contains warranties from the Company in favour of finnCap in relation to, inter alia, the accuracy of the information in this document, matters relating to the Enlarged Group and its business and the Acquisition. In addition, the Company has agreed to indemnify finnCap in relation to certain liabilities it may incur in respect of the Placing. finnCap has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a material breach of the warranties.

6. Broker Option to provide stock to retail shareholders

The Company has granted the Broker Option to finnCap in order to facilitate non institutional shareholders to acquire further Ordinary Shares in the Company. The Broker Option is exercisable on more than one occasion at any time prior to 6 p.m. on 30 November 2014. Any Broker Option Shares issued pursuant to the exercise of the Broker Option will be issued at the Placing Price on the same terms and condition as the other new Ordinary Shares issued pursuant to the Placing. The Broker Option may be exercised by finnCap with the agreement of the Company and there is no obligation on finnCap to exercise the Option or to seek to procure subscribers for the Broker Option Shares. The maximum number of new Ordinary Shares that may be issued pursuant to the exercise of the Broker Option is 13,636,363 new Ordinary Shares. The maximum number of new Ordinary Shares that may be issued pursuant to the Placing and the Broker Option is 513,636,363 new Ordinary Shares.

Castleton has granted the Broker Option to finnCap in order to give finnCap, with the agreement of the Company (and subject to applicable laws and regulations), the flexibility to meet any additional demand for the Company's shares in the period from 17 November 2014 to 30 November 2014.

7. Warrants

In consideration of its agreement to cornerstone the Placing to the value of £1.2 million, MXC Capital has been granted a warrant over 5 per cent. of the Enlarged Issued Share Capital. In addition, Colin Sales, managing director of Montal, has been granted a warrant over 1 per cent. of the Enlarged Share Capital (together, the "Warrants"). The Warrants are exercisable at the Placing Price and shall be exercisable over a 3 year period, a third per annum, with 50 per cent. of the Warrants exercisable in any year becoming exercisable immediately and the remaining 50 per cent. of the Warrants only becoming exercisable to 12 per cent. compound growth in each year in the Company's share price with respect to the Placing Price having been achieved.

8. Conversion of Loan Notes

Conditional on the Acquisition and Placing, it is proposed that Colin Sales and Joanne Ponting convert the Loan Notes held by them, amounting to, in aggregate, £0.2 million (excluding rolled up interest), into new Ordinary Shares at the Placing Price. The Conversion will result in the issue of 18,181,818 new Ordinary Shares. The interest due to Colin and Joanne under the terms of the Loan Notes will be paid to them in cash by the Company.

9. Update on Financial Position of the Company

The Company will report its results for the six months ended 30 September on 31 December 2014 as it did last year. There has been significant change in the current financial period; the Company acquired Montal in June 2014 and disposed of its remaining legacy assets in August 2014. The Company is now focused on its strategy of building a public sector focused IT managed services business, however there remains the legacy of a cumbersome reporting structure that has resulted in delays to the availability of comprehensive accounting information. The Company is actively engaged in a process of simplifying its corporate and reporting structure to reduce administration costs and improve reporting timeframes.

As at 30 September 2014 Castleton had cash of £200,000. In addition, at that date the Company had deferred cash of £1.1 million made up as follows:

· £825,000 deferred consideration due from Coms plc (further information below)

· £152,000 deferred consideration payable with regard to the disposal of Maxima Information group, payable in March 2015

· £150,000 owed to Castleton by Redcentric plc following resolution of open items from the Demerger

Within the Company's short term liabilities there are £831,000 of loan notes (including interest to December 2014) which were issued at the time of the acquisition of Montal in June 2014 of which £0.2 million will be converted into new Ordinary Shares at the Placing Price as per paragraph 8 above.

Castleton also has some long term liabilities primarily the outstanding interest rate swap which carries a gross liability of £569,000 which will unwind over the coming year.

Montal, the Company's sole trading division at this time, continues to perform in line with management's expectations.

Deferred consideration from disposal of Comunica Holdings Limited to Coms plc

The Company has agreed with Coms plc that the deferred consideration payable by Coms plc to Castleton in November 2015 will be reduced from the £1.1 million outstanding to £825,000 due to a right of set off relating to certain provisions in the Comunica SPA relating to payments to HMRC and associated tax advice provided by PwC.

10. Directors' Participation in the Placing

MXC Capital, a company ultimately controlled by Ian Smith, CEO of the Company, and Tony Weaver, Non-Executive Director, has agreed to subscribe for 109,090,909 new Ordinary Shares under the Placing. Upon Admission, Ian Smith and Tony Weaver, together with MXC Capital and MXC Holdings, will be interested in 269,956,989 Ordinary Shares, representing 23.4 per cent. of the Enlarged Issued Share Capital. Phil Kelly, Non-Executive Director of the Company, has agreed to subscribe for 2,727,723 new Ordinary Shares under the Placing. Upon Admission Phil Kelly will be interested in 0.2 per cent. of the Enlarged Issued Share Capital.

11. Related Party Transactions

Castleton was advised on the transaction by MXC Capital Advisory LLP, a corporate advisory practice focused on the TMT sector and which is ultimately controlled by Ian Smith and Tony Weaver. Pursuant to the terms of the consultancy agreement dated 3 April 2013 between MXC Capital Advisory LLP and the Company, a fee of £100,000 will be charged in relation to the Acquisition which constitutes a related party transaction pursuant to AIM Rule 13. In addition, the participation of MXC Capital in the Placing and the associated issue of warrants to MXC Capital constitute related party transactions. Furthermore, the participation of Kestrel Partners, as a substantial shareholder in the Company, in the Placing also constitutes a related party transaction (together, the "Related Party Transactions"). The independent Directors (being David Payne and Spencer Dredge) consider, having consulted with finnCap, the Company's nominated adviser, that the terms of the Related Party Transactions are fair and reasonable insofar as Shareholders are concerned.

12. Settlement and Dealings

Application will be made to the London Stock Exchange for the Placing Shares and the Loan Note Shares to be admitted to trading on AIM. It is expected that Admission of the Placing Shares and the Loan Note Shares will occur at 8.00 a.m. on 18 November 2014.

The Placing Shares and the Loan Note Shares will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the Existing Ordinary Shares on or after Admission. Following the issue of the Placing Shares and the Loan Note Shares, the total number of issued Ordinary Shares in the Company will be 1,141,899,175 (assuming no Broker Option Shares are issued).

13. General Meeting

The Directors do not currently have sufficient authority to allot all of the Placing Shares, the Loan Note Shares, the Broker Option Shares or the new Ordinary Shares to be issued upon exercise of the Warrants and Convertible Loan Notes. Accordingly, the Directors are seeking the approval of Shareholders at the General Meeting to allot the Placing Shares, the Loan Note Shares, the Broker Option Shares and the new Ordinary Shares to be issued upon exercise of the Warrants and the Convertible Loan Notes. You will find set out at the end of this document a Notice of General Meeting of the Company to be held at the offices of DAC Beachcroft LLP, 100 Fetter Lane, London EC4A 1BN on 17 November 2014 at 11.00 a.m. at which the Resolutions will be proposed.

The Resolutions to be passed at the General Meeting are as follows:

(1) Allotment of Ordinary Shares

Resolution 1, which will be proposed as an ordinary resolution, is to authorise the Directors to allot the new Ordinary Shares in connection with, inter alia, the Placing and the Loan Notes and otherwise to allot relevant securities up to an aggregate nominal amount of £385,178.51 (representing approximately one third of the Enlarged Issued Share Capital) provided that such authority shall expire on the date being fifteen months from the date of the passing of the resolution or, if earlier, the conclusion of the next annual general meeting of the Company.

(2) Dis-application of pre-emption rights

Resolution 2, which will be proposed as a special resolution and which is conditional upon the passing of Resolution 1, dis-applies Shareholders' statutory pre-emption rights (which require a company to offer new shares for cash first to existing shareholders in proportion to their holdings) in relation to the allotment of the new Ordinary Shares in connection with, inter alia, the Placing and the Loan Notes and grants further authority to allot equity securities for cash on a non-pre-emptive basis up to an aggregate nominal amount of £115,553.55 (representing approximately 10 per cent. of the Enlarged Issued Share Capital) provided that such authority shall expire on the date being fifteen months from the date of the passing of the resolution or, if earlier, the conclusion of the next annual general meeting of the Company.

The majority required to pass resolution 2 above is not less than 75 per cent. of the votes cast. Resolution 1 above requires a simple majority.

Shareholders should read the Notice of General Meeting for the full text of the Resolutions and for further details about the General Meeting.

Forward Looking Statements

All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Group's and/or the Enlarged Group's financial position, business strategy, plans and objectives of management for future operations or statements relating to expectations in relation to dividends or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "plans", "will", "may", "anticipates", "would", "could" or similar expressions or the negative thereof, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Group's and/or the Enlarged Group's control that could cause the actual results, performance, achievements of or dividends paid by, the Group and/or the Enlarged Group to be materially different from future results, performance or achievements, or dividend payments expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's and/or the Enlarged Group's present and future business strategies and the environment in which the Group and/or the Enlarged Group will operate in the future. These forward-looking statements speak only as of the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules.

Important Notice

This announcement is for informational purposes only, does not constitute a prospectus or admission document and has not been approved by the Financial Conduct Authority or any other regulator. This announcement does not constitute or form part of, and should not be construed as, an offer, invitation or inducement to sell, purchase or subscribe for or a solicitation of an offer to sell, purchase or subscribe for any securities in the Company, or any other entity, nor shall it or any part of it form the basis of, or be relied upon in connection with, any contract or commitment by or with the Company, finnCap, or any of their respective directors, officers, partners, employees, agents, advisers or affiliates for any purpose. This announcement does not constitute a recommendation regarding any securities in the Company.

finnCap is the trading name of finnCap Ltd, which is a private company authorised and regulated by the Financial Conduct Authority. finnCap is acting as nominated and financial adviser to the Company in connection with the matters described in this announcement. finnCap is not responsible to anyone other than the Company for providing the protections afforded to customers of finnCap or for advising any other person on the arrangements described in this announcement. finnCap has not authorised the contents of, or any part of this announcement and no liability whatsoever is accepted by finnCap for the accuracy of any information or opinions contained in this announcement or for the admission of any information. No representation or warranty, express or implied, is made by finnCap as to, and no liability whatsoever is accepted by finnCap in respect of any of the contents of this announcement (without limiting the statutory rights of any person to whom this announcement is issued).

It is the responsibility of any person receiving a copy of this announcement outside the United Kingdom, to satisfy themselves as to the full observance of the laws and regulatory requirements of the relevant territory in connection therewith, including obtaining any governmental or other consents which may be required or observing any other formalities required to be observed in such territory and paying any other issue, transfer or other taxes due in such other territory. Persons (including, without limitation, nominees and trustees) receiving this announcement should not distribute or send this announcement into any jurisdiction when to do so would, or might contravene local securities laws or regulations.