D4T4.L Regulatory News (D4T4)

Monday, 22 December 2014

IS Solutions Plc

("IS Solutions" or the "Company")

· Proposed Acquisition of Speed-Trap Holdings Limited

· Appointment of Director, and

· Change of Accounting Reference Date

Proposed Acquisition of Speed-Trap Holdings Limited

IS Solutions (AIM: ISL), is pleased to announce the proposed acquisition of Speed-Trap Holdings Limited, parent company to Celebrus Technologies Limited ("STH") for an aggregate consideration of approximately £7.5 million, to be satisfied partly in cash and partly by the allotment and issue of IS Solutions shares credited as fully paid ("Consideration Shares"), (the "Acquisition"). The cash element of the consideration will be c.£1.3 million which will be satisfied from the Company's existing cash facilities and an acquisition bank facility of £1.5 million.

Highlights of the Acquisition

· IS Solutions has conditionally agreed to purchase STH, a manager of highly detailed data feeds which provide individual consumer level data in relation to their interactions with websites, mobile applications and social media for an aggregate consideration of c.£7.5 million subject to an adjustment to reflect STH's net asset position at completion

· The Company will purchase the entire share capital of STH not already owned by it. At the date of this Circular, IS Solutions owns c.11% of STH shares

· Consideration will be satisfied partly in cash and partly by the allotment and issue of IS Solutions shares at a price calculated on the average closing middle market price for the 90 business days ended 19 December 2014

· Godfrey Shingles, the chairman of STH, will join the Board of IS Solutions as a non-executive director for a fixed term of one year

· Irrevocable undertakings have been promised from IS Solutions shareholders to vote in favour of the Acquisition representing approximately 75% of the existing issued ordinary share capital.

Strategic Rationale for the Acquisition

· Additional routes to market through partnering with large analytics companies using STH as a platform

· STH has a high quality base of customers including some blue chip corporates across banking, insurance, telecommunications, airlines, automotive, travel, governmental departments and education and training

· The Directors believe there are a series of cost savings to be gained through the absorption of a current trading partner.

John Lythall, Managing Director of IS Solutions, commented:

"The IS Solutions team looks forward to working more closely with STH and building on this solid partnership in the future, as having traded as a partner with STH for over 10 years we have a mutual respect and understanding of the businesses and culture."

"By acquiring the business and Celebrus brand it widens our portfolio offering and expertise as well as opening up a very exciting opportunity to access additional routes to market and new geographies; in addition, its high quality customer base significantly enhances our existing top class customer listing."

"The market for business intelligence and analytics is one of the fastest growing software markets. STH's product suite is well equipped to support the needs of key markets such as financial services, utilities and media organisations who are all looking at ways to individualise and personally target customers and thereby increase their ROI and productivity."

A Circular will be sent to shareholders on 24 December 2014 giving notice of a general meeting of IS Solutions to be held at

10 a.m. on 20 January 2015 at Windmill House, 91-93 Windmill Road, Sunbury, Middlesex TW16 7EF. A copy of the Circular

will be available on the Company's website www.issolutions.co.uk.

Change of accounting reference date

The Board of Directors has taken the decision to change the Company's accounting reference date from 31 December to

31 March.

The Board believe that this accounting period change enables the market and investors to gain greater clarity and understanding of the enlarged business model and trading following completion of the acquisition of STH taking place in January 2015.

In addition, the change of accounting reference date offers a number of additional advantages to the Company, including:

· the opportunity to ensure that any 'exceptionals' relating to the STH acquisition can be accounted for within the accounting reference period;

· providing existing and potential investors with 'clean' operational trading results for the enlarged business with effect from 1 April 2015

· aligning the Company's financial year with its seasonal holiday calendar across the business units in addition to its tax reporting obligations for its Indian-based operation, and

· complementing a number of the Company's major clients' financial years, (as currently these account for more than 25% of the Group's income) thus enabling for improved and more accurate forecasting.

As a result of this change, the Company's reporting calendar will be as follows:

· unaudited results for the six month period ending 31 December 2014 will be announced

by 31 March 2015

· audited preliminary results for the 15 month period ended 31 March 2015 expected to

be announced by 31 July 2015

· unaudited results for the six month period ending 30 September 2015 will be announced

by 31 December 2015

Thereafter, financial statements will be published for the six and twelve month financial periods (September and March respectively), in accordance with the AIM Rules for Companies. This change will take effect immediately and all relevant authorities will be informed as required by Companies Act 2006, section 392.

Appointment of Director

At completion of the Acquisition, Godfrey ("Geoff") Shingles will be appointed as a non-executive director of IS Solutions Plc.

Pursuant to paragraph (g) of Schedule Two of the AIM Rules for Companies the following is disclosed in relation to Godfrey Stephen Shingles, aged 75:

Current directorships and partnerships:

› Imagination Technologies Group plc

› Speed-Trap Holdings Limited

› The Geoff Shingles Partnership

Past directorships and partnerships held over the last 5 years:

› Sarantel Group plc

› Prevx Limited

› Corsair Components Inc.

Sarantel Limited a wholly owned subsidiary of Sarantel Group plc was placed into administration on 30 June 2013. A sale of the business and assets of Sarantel Limited took place after the appointment of administrators.

The following text has been extracted from the Circular. Capitalised but undefined terms shall have the meaning given to them in the definitions appearing in the Circular.

1. Introduction

On 22 December 2014 the Company announced its proposed acquisition (the "Acquisition") of the entire share capital not already owned by the Company of Speed-Trap Holdings Limited ("STH"), the parent company of Celebrus Technologies Limited, a company engaged in big data feeds supplying corporates and organisations with detailed data on individual consumer interactions through internet enabled devices.

The terms and conditions of the Acquisition are contained in the Acquisition Agreement which is summarised in section 7 of this letter with further details provided in Part II of the Circular. The issue of fully paid shares to the STH shareholders as part consideration for the Acquisition and the grant of replacement options to STH employees, which may result in the subsequent issue of shares to satisfy the exercise of those options, require the approval of our shareholders at a General Meeting of the Company.

I am therefore writing to give you notice of a General Meeting of the Company to be held on 20 January 2015 at

10.00 am, formal notice of which is set out in the Circular. Set out below are further details of the Acquisition including the background to and reasons for it, to explain why the Independent Directors consider the Acquisition to be in the best interest of IS Solutions and to recommend that the Shareholders vote in favour of the Resolution.

2. Background

Established in 1985, IS Solutions is a systems integrator focusing on three business areas, namely portals, analytics and enterprise content management. Specifically, IS Solutions specialises in bringing together a range of components from various technological solutions providers and software developers to create a unified and fully functioning system for the end client. Within each of its business areas, IS Solutions generates three principal revenue streams across product sales, projects and managed services and licence maintenance. The Company was admitted to AIM in 1997 and currently operates wholly in the UK.

IS Solutions was originally engaged in hardware sales and facilities management before expanding into software development in 1989. This enabled the Company to move into the growing area of application development and systems integration, an evolution which continued with the Company's entry into the Internet market in 1994. Over the following 20 years, IS Solutions has broadened its expertise through acquisition including:

· a team of graphic designers from Visual Assets to provide user interface, information architecture and marketing services;

· AXL Performance Solutions, a data feeds provider allowing for content delivery services and application development skills;

· Candric, a support firm to enhance the delivery of IS Solutions' range of IT services; and

· content management consultancy, Chapter26, to reinforce the Company's web and enterprise content management capabilities.

The Company's solutions are underpinned by a full range of managed services including hosting, SaaS, infrastructure management and training. Its employees undergo certification in all product and service areas, with the Company having also achieved ISO27001 accreditation to demonstrate its compliant treatment with regard to sensitive data.

The Company has also forged strong partnerships over time with industry-leading hardware and software vendors. These include Adobe, CallMiner, EMC, EPiServer, IBM, Microsoft, Oracle, SAS and WebTrends and cover solutions around web analytics, online risk management, web and enterprise content management, security and web meetings and training.

Speed-Trap Holdings is a UK headquartered technology company which operates in the field of big data to provide business intelligence and analysis, specialising in supplying detailed data feeds on customer interactions through internet enabled devices at an individual customer level to corporates and organisations. STH trades as Celebrus Technologies, a subsidiary which it wholly owns.

IS Solutions has been a trading partner of STH for over 10 years and has been a shareholder since 2010 with a holding of approximately 11% as at the date of this Document. The Independent Directors of IS Solutions believe the Acquisition of the remaining share capital of STH will provide the Company with access to additional routes to market, new geographies and a high quality customer base whilst bringing a current trading partner fully in-house. John Lythall, IS Solutions Managing Director, is also a non-executive director of STH and accordingly is not considered independent for the purpose of the Acquisition.

The market for business intelligence and analytics is one of the fastest growing software markets according to Gartner, with £8.6 billion spent worldwide in 2013, representing an 8% increase from £7.9 billion in 2012. Financial organisations are the largest investors in big data solutions, with energy, utilities, communications and media organisations presenting significant growth areas as they seek to optimise the monetisation of their base of customers and potential customers. The ability to individualise and personally target customers is becoming more important to businesses and the STH product portfolio caters for this trend.

Source: Big Data: The organisational challenge 2013, Travis Pearson and Rasmus Wegene

3. Speed-Trap Holdings ("STH")

Established in 1999, STH manages highly detailed data feeds which provide individual consumer level data in relation to their interactions with websites, mobile applications and social media. This enables organisations to enhance personalisation to drive customer engagement and improve the user experience and enhance loyalty. As the data is intrinsically linked to the individual customer, it is highly granular and detailed, enabling an organisation to establish a complete profile of its individual customers' behaviours across clicks, navigation, keystrokes, mouse moves, play, pause and baskets amongst other behavioural patterns. Once the data has been captured and reported, companies can subsequently use the data to trigger a range of actions and decisions across a number of channels:

STH owns intellectual property ("IP") relating to controlling web page behaviour and more specifically the collection of monitoring information from web pages, allowing session context to be maintained and providing security features. STH is supported by a number of patents both in Europe and the US. The STH IP based software has won a number of awards including:

2008 - Winner Queens Award for Innovation

2010 - Finalist Customer Intelligence and Management Award, Computerworld Awards

2011 - Winner Data Driven Marketing Award - Marketing Week

2011 - Finalist Retail Week Technology Awards

2011 - Finalist Data Strategy Marketing Week Awards

2011 - Winner Teradata Epic Award - Best Business Solution

2014 - Finalist Teradata Epic Awards for Best Business Solution

Client Testimonials

"In 2010, we began working with Celebrus, which provides real-time, individual-level online customer intelligence. By installing Celebrus' tools and linking them to our existing Teradata software, we have succeeded in knitting together customers' browsing history by loading every one of our millions of site interactions to our data warehouse in real-time. The results over the last 18 months have been game-changing."

Richard Boston, Shop Direct Group, head of Customer Insight

"For JD Williams, with 46% of revenue coming through the online channel across its 35 brands, traditional aggregated product based browsing data was simply not good enough to deliver the customer level insight required. Combining real-time and near real-time online information from Celebrus Technologies with offline information within the existing Teradata data warehouse has transformed customer understanding, ensuring the company can understand what customers 'intended to buy' as well as 'what they purchased'."

"Adding individual customer information from the online channel allows us to achieve more focused customer segmentation and undertake marketing campaigns based on deeper customer understanding to improve relevance and experience."

Neil McGowan - CIO - JD Williams (subsidiary of the N Brown Group plc)

"The ability to dynamically present visitors with the most appropriate phone number is delivering a better customer service, improving productivity and driving up sales."

"The use of Celebrus to personalise the web site is proving exceptional value by improving both service and sales. The ability to increase conversion rates by 24% is compelling. Agis will continue to build on this real-time testing to drive continuous improvement."

Freek Hertsenberg, Web Analyst at Dutch health insurance provider Agis, part of Achmea Holdings NV, the largest provider of non-life, health and income protection in the Netherlands

"Attribution is enabling Hiscox Insurance to maximise its online spend, minimise wasted resource and effectively target activity. Critically, with the insight made possible by Celebrus, Hiscox will be able to undertake a far broader online spend and expand into areas that have been historically hard to prove value, such as display."

Simon Wood, Online Marketing Manager, Hiscox Insurance Ltd

"Celebrus has given us a fantastic picture of what is happening across our online channel and with it, we have managed to build a better understanding of our customers' online behavior, whilst also forging a closer relationship with our many business partners."

Nick Burton Group Head e-business, Belron® Group (owner of Autoglass)

"Celebrus has given us the ability to analyse precisely how our site is performing and how effective each element of our marketing is. With this insight, we have so far been able to grow our proportion of sales from the online channel from 40% to 60%."

Jan de Vries, Web Analyst, FBTO Insurance, part of Netherlands-based Achmea Group

With a focus towards the financial and retail sectors, STH changed its sales strategy two years ago from a direct sales approach to one of indirect sales in partnering with large analytics companies such as SAS, Teradata and Pega Systems. STH's data feeds are also sold standalone through systems integrators such as IS Solutions. It is through these relationships which STH holds that IS Solutions has managed to form its own trading relationships with large analytics companies. This approach has the benefit of harnessing the global salesforces of these companies thereby providing the product with global exposure. The work over the last two years in putting these agreements in place is now beginning to show results. A further advantage of this approach is that the Celebrus product is an enterprise product and the size and global positioning of the STH partners opens doors to a market that STH would otherwise find difficult to penetrate as a standalone business.

In the financial year ending 31 December 2013, STH generated revenues of £1.9 million and made a loss after tax of £0.8 million. In 2014 the business is forecasting revenues of £2.3 million and is anticipating a break even position after tax for the full year.

In addition to the financial and strategic benefits mentioned above, due to STH's heavy investment in research and development ("R&D") over recent years, it has also built up substantial tax losses of approximately £4 million.

4. Strategic Rationale

The Independent Directors believe that the Acquisition will provide IS Solutions with access to additional routes to market through partnering with large analytics companies using STH as a platform. In the domain of big data and complex IT infrastructure, Celebrus software is often part of a larger solution deployed to assist organisations to increase sales, build brand loyalty and optimise their marketing budgets. Celebrus works with a number of UK based and international partners including technology specialists, OEMs, resellers, systems integrators and consultants. Combined with IS Solutions' integration and solution sales expertise, access to the STH partnership network will provide a multichannel offering with a suite of technology, data and analytics and sales specialisms.

In addition, Celebrus is deployed on approximately 25,000 websites across the US, Europe and Asia by a high quality base of customers including some blue chip corporates across banking, insurance, telecommunications, airlines, automotive, travel, governmental departments and education and training. The Acquisition will not only provide access to STH's high quality customer base but will also enable IS Solutions to extend its offering internationally with license sales which the Independent Directors believe will lead to a pull through for additional services across multiple geographies and additional verticals to finance and retail. The Independent Directors anticipate this would provide a more constant and predictable stream of revenue from project work and recurring revenue.

The Independent Directors believe there are a series of cost savings to be gained through the absorption of a current trading partner and bringing it in-house, complemented by the centralisation of the two businesses post-Acquisition, with STH moving to IS Solutions' offices. Although the Independent Directors envisage an increase in sales and marketing costs post-Acquisition, they believe there will be scope for cost reductions through centralising development and administrative costs. To assist in the post-Acquisition integration of the STH business it is intended that Godfrey ("Geoff") Shingles, the chairman of STH, will join the Board of IS Solutions as a non-executive director for a fixed term of one year.

There are risks to all transactions of this nature and the expectations provided in relation to cost synergies do not constitute a profit forecast and should not be interpreted to mean that earnings in the first full financial year after Acquisition or in any subsequent year will necessarily match or be greater than those of any preceding financial year.

5. Financial Effects of the Acquisition

Pro forma consolidation based on FY13 actuals:

The above pro forma is based on 2013 figures. STH is expected to achieve a break even position in 2014 and move into profit in 2015. Also as noted in the table above the figures do not reflect anticipated synergistic cost savings.

6. Risk Factors

The Directors consider that, apart from the normal economic and commercial risks facing any UK based business the principal risks to the business of STH and its successful integration with the Company are:

· Loss of a major commercial partner or client;

· Deferral or loss of major contracts;

· The development of rival software by third parties;

· The development of new technologies which may adversely impact STH's proprietary software;

· In addition to relying on patents and copyright, the enlarged business will also rely on unpatented know-how and trade secrets (including confidentiality agreements) which may not afford complete protection to the business; and

· Following the Acquisition the enlarged business may face management, administrative and financial challenges in meeting its commercial objectives including:

(a) additional capital expenditure and working capital requirements;

(b) the delivery of anticipated synergies; and

(c) the integration of management cultures and retention of key employees.

7. Principal Terms of the Acquisition

Under the terms of the Acquisition Agreement, IS Solutions has conditionally agreed to purchase Speed-Trap Holdings for an aggregate consideration of £7,531,700, subject to an upwards adjustment to reflect STH's working capital position at completion, to be satisfied partly in cash and partly by the allotment and issue of IS Solutions shares credited as fully paid ("Consideration Shares").

The cash element of the consideration will be £1,255,300 which will be satisfied from the Company's existing cash facilities (including an acquisition bank facility of £1.5 million). This cash consideration is payable to the venture capital investors in STH as holders of A ordinary shares.

The number of Consideration Shares to be issued by IS Solutions in respect of the non-cash consideration is 12,756,910, subject to adjustment by reference to STH's working capital position at completion and assumes that all STH option holders will exercise their share options prior to completion. The number of Consideration Shares to be issued on completion will be reduced to the extent that STH share options are not exercised or are rolled over into replacement options issued by IS Solutions. In accordance with the Acquisition Agreement the value of each Consideration Share has been calculated on the average closing middle market price of the Company's ordinary shares on the AIM market of the London Stock Exchange ("AIM") for the ninety business days ended 19 December 2014, such average price being 49.2 pence per share.

The Acquisition is conditional on the shareholders of STH passing a resolution to amend its Articles and the implementation of drag along procedures and other measures by STH to ensure that at completion IS Solutions acquires the whole of the issued share capital of STH not already owned by it. The holders of not less than 75% of the issued share capital of STH are committed by the terms of the Acquisition Agreement to ensuring that these conditions are satisfied. The Acquisition is also conditional on the approval of Shareholders in the terms of the Resolution set out in the Circular.

The terms of the Acquisition have been unanimously approved by the Independent Directors of both IS Solutions and STH.

Under the Acquisition Agreement, application will be made to the London Stock Exchange for the Consideration Shares to be admitted to trading on AIM. Assuming that the conditions referred to above are fulfilled, it is expected that Admission will become effective at 8:00 a.m. on 23 January 2015.

On Admission, the Enlarged Share Capital is expected to be 38,193,701 Ordinary Shares, including 137,452 Ordinary Shares held in treasury. On this basis, the Consideration Shares will represent approximately 33.5 per cent. of the Enlarged Share Capital (excluding Ordinary Shares held in treasury). However as stated above the number of Consideration Shares to be issued on completion may be greater or less depending on the level of STH's net assets at completion and the number of STH option holders who exercise their share options. In case all option holders exercise their options prior to completion and the level of net assets at completion is greater than expected (by up to £1,050,000), the Resolution set out in the Circular gives authority for the allotment and issue of up to 14,681,910 Consideration Shares.

8. Trading Outlook

Portals

Within the Portals sector, IS Solutions has embarked on the next phase of development for its long-standing major client and is progressing the implementation of PCI DSS (Payment Card Industry Data Security Standard) for another key client which will broaden the Company's offering to other prospects in the retail and financial sectors thus strengthening its existing 27001 security clearance.

There have also been further contract wins providing revenue for the second half of the current financial year including a substantial two-year contract for the hosting and managing of an Adobe based on-line meeting system for a UK Government department.

Analytics

As previously announced, the recurring revenues for analytics have recently suffered from a lack of new project work following the cancellation of a contract due to the client's internal budget constraints. During Q3 2014, IS Solutions secured a number of POCs (Proof of Concept) which, whilst being revenue generating business in their own right, are also expected to lead to longer term contracts benefiting the last quarter of the current financial year and into next year and beyond.

Enterprise Content Management

ECM projects and recurring revenues are expected to continue to remain stable for the remainder of the year.

The Combined Business

During 2014, both IS Solutions and STH have been engaged in a growing number of POCs (Proof of Concept) with their partners SAS and Teradata across a number of industries, but with a strong focus on in the financial and retail sectors, as both sectors look for ways to minimise customer churn and maximise earnings per customer. These POCs, paid for by the client, vary in length from one month to around three months and represent a substantial investment by the clients.

The Board expects a significant number of these POCs to move to a full scale roll out in 2015 leading to substantial licence sales and subsequent professional services revenue from the implementation of these solutions all of which will require on-going support, and in some cases, hosting contracts thus enhancing IS Solutions' recurring revenue stream.

9. General Meeting

A General Meeting of the Company will be held on 20 January 2015 at 10.00 a.m. at which the following Resolution will be proposed as a Special Resolution, the passing of which requires a three-fourths majority of those voting to vote in favour of the Resolution:

to approve the Acquisition and to authorise the Directors to take all such steps as may be necessary or desirable to implement it including the allotment and issue of the Consideration Shares and that the authorised share capital of the Company be increased to £1,000,000 divided into 50,000,000 ordinary shares of 2 pence each.

The full text of the Resolution is set out in the notice convening the General Meeting in the Circular.

10. Irrevocable Undertakings

Irrevocable undertakings to vote in favour of the Resolution are being secured from the Directors and certain existing Shareholders in aggregate representing approximately 75% per cent. of the existing issued Ordinary Share capital of the Company.

11. Action to be Taken

Enclosed with the Circular is a Form of Proxy for use at the General Meeting or any adjournment thereof. Forms of Proxy may also be downloaded from the Company's website at www.issolutions.co.uk . Whether or not you propose to attend the General Meeting you are strongly encouraged to complete, sign and return your Form of Proxy in accordance with the instructions printed on it and return it as soon as possible and, in any event, so as to arrive not later than 10:00 a.m. on 18 January 2015 or, in the case on an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day that is not a working day). Completion and return of the proxy form will not preclude you from attending and voting at the General Meeting, should you so wish.

Appointing a Proxy in accordance with the instructions set out as above will enable your vote to be counted at the General Meeting if you are unable to attend.

The results of the votes cast at the General Meeting will be announced as soon as possible once known by the Company through RNS.

No action is required by the holders of options to acquire IS Solutions Shares. The holders are all employees of IS Solutions and the terms of their options will be unaffected by the Acquisition.

12. Recommendation

The Independent Directors of IS Solutions Plc consider that the Acquisition of STH is in the best interests of shareholders as a whole. Accordingly, the Independent Directors unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting. The Directors have all undertaken to vote in favour of the Resolution in respect of their entire beneficial holdings of Shares in the Company amounting to 8,594,728 Shares, representing approximately 34 per cent. of the issued Ordinary Share capital of the Company.