Last checked at 24 Jan 2017 18:03
24 January 2017
Idox plc
("Idox" or the "Company")
Offer for 6PM Holding plc unconditional in all respects and completion of Placing
Idox plc (AIM: IDOX), a leading supplier of specialist information management solutions and services, is pleased to announce, further to the announcement on 14 December 2016 of the Company's voluntary public offer for 6PM Holdings plc (the "Offer") and Placing to raise gross proceeds of £20.5 million, that the Offer has become unconditional in all respects and 34,166,667 new ordinary shares of 1 pence each in the Company ("Placing Shares") have today been allotted pursuant to the Placing.
Application has been made to the London Stock Exchange for the Placing Shares, which will rank pari passu with the existing shares in issue, to be admitted to trading on AIM and admission is expected to become effective on or around 26 January 2017. Following the issue of the Placing Shares, the Company's total issued share capital is 398,178,730 Ordinary Shares. The Company holds 2,991,219 Ordinary Shares in treasury. Therefore the total number of Ordinary Shares in issue excluding shares held in treasury is 395,187,511. The above figure of 395,187,511 Ordinary Shares 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 to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
As at the Closing Date of 11.00am on 24 January 2017, Idox had received valid acceptances of the Offer in respect of 20,594,473 6PM Shares (representing approximately 98.15% of the issued share capital of 6PM). Including the irrevocable undertakings, acceptances over 10,977,942 6PM Shares were received for the Combined Consideration and acceptances over 9,616,531 6PM Shares were received for the Alternative Consideration. 7,182,540 new ordinary shares of 1 pence in the Company ("Consideration Shares") will be issued by 1 February 2017 to those 6PM Shareholders who elected for the Combined Consideration to satisfy the share element of the Combined Consideration.
Idox intends to exercise its squeeze out rights as set out in the Listing Rules issued by the Listing Authority within the Malta Financial Services Authority to require all the remaining 6PM Shareholders to sell and transfer to IDOX the remaining 6PM Shares ("Squeeze Out Shares") and confirms that it will proceed to acquire the Squeeze Out Shares in accordance with such Listing Rules. In this regard, Idox will be appointing an independent expert to draw up a report in order to satisfy the applicable requirements of the aforesaid Listing Rules.
Including the cash consideration payable to acquire the Squeeze Out Shares, the total consideration payable to 6PM Shareholders pursuant to the Offer is £18.46 million[1], comprising £13.63 million in cash and 7,182,540 Consideration Shares.
Following completion of the Offer and on acquiring all the issued shares in 6PM, Idox intends to apply to the Listing Authority in Malta for the de-listing of the 6PM Shares from the Official List as soon as practicable. Further updates will be provided when necessary.
Capitalised terms used but not defined in this announcement shall have the meanings given to such terms in the circular published on 14 December 2016.
Enquiries:
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
Shaun Dobson
Liz Yong
MHP (Financial PR) +44 (0) 20 3128 8100
Reg Hoare
Andrew Leach
Charlie Barker
[1] Based on the mid-market closing price of Idox Shares of 67.25 pence on 12 December 2016, the Last Practicable Date before announcement of the Offer and assuming that the independent expert referred to above certifies the value to be paid for the Squeeze Out Shares at the same price paid by Idox under the Offer.