Netcall Regulatory News (NET)

1 Oct 2009 07:00



Embargoed for release at 7am, 1 October 2009

Netcall plc

("Netcall", the "Company" or "the Group")

Acquisition of Q-Max

Netcall plc (AIM: NET), a leading provider of software solutions to the contact centre market, today announces that it has entered into an agreement for the acquisition of the entire issued and to be issued share capital of Q-Max Systems Limited ("Q-Max"), a leading UK-based provider of workforce management software to contact centres. The acquisition will be for a total consideration of approximately £2.5 million, predominantly payable in cash with the remainder payable in new ordinary shares in the Company.

Q-Max's workforce management software is a widely deployed workforce management solution in UK contact centres. The software allows managers to forecast the volume of transactions that a contact centre will be required to handle and to schedule the optimal number of agents to meet the anticipated demand, improving productivity and customer experience. 

Q-Max has a diverse client base of more than 100 existing customers in all market sectors, offering significant cross-selling opportunities for the Group. Traditionally delivered as premise-based solutions, the Q-Max software will be integrated with Netcall's existing product portfolio and also made available on Netcall's hosted platform, expanding the product's addressable market and allowing delivery as a SaaS based solution.

Q-Max has a positive cash balance and no debt. For the year ended 31 December 2008, Q-Max reported an unaudited pre-tax loss of approximately £80,000 after royalty payments, with gross assets of approximately £413,000. 

On current run rates, Q-Max is expected to generate revenues of approximately £1.3 million per annum of which a significant proportion is maintenance revenues. The Board expects to derive substantial cost savings and going forward Q-Max is expected to contribute significantly to the Company's growth.

Henrik Bang, CEO of Netcall, commented, "Q-Max provides Netcall with more than 100 new customers and enhances the Company's product offering. Q-Max's software will be integrated with our existing product portfolio and will be ported onto the Company's hosted platform to enable delivery of a SaaS solution and facilitate cross-selling opportunities across the enlarged customer base.

"The acquisition of Q-Max reflects the Board's objective of achieving long-term profitable growth through complementing organic growth with acquisitions. We intend to continue to take advantage of opportunities resulting from industry consolidation should they arise, building further shareholder value."

Further information on the Acquisition

Q-Max is entirely owned by two individuals (the "Vendors"), one of whom is a partner in Hampstead Consulting and the other of whom is a partner in Telecentre Consulting ("the Partnerships"). On completion of the acquisition, Netcall will also acquire the business and assets of the Partnerships. Each Partnership has been engaged to provide the consultancy services of the relevant vendor. The Partnerships own equally the software IP rights and license it to Q-Max for delivery, installation and ongoing maintenance with Q-Max's customers. Upon completion, the Partnerships will assign the Q-Max IP exclusively to the Company. No liabilities of the Partnerships are being acquired by Netcall.

The consideration for the acquisitions comprises cash of £2,223,000, payable to the Partnerships, from the Company's existing resources on completion of the acquisition of the Business, plus the issue to the Vendors of 1,596,958 new ordinary shares of 5p each in the Company ("New Shares") in respect of the acquisition of Q-Max. The consideration of New Shares is derived from the average closing mid-market price of the existing shares in the Company over seven consecutive trading days to 29 September 2009. The New Shares are subject to an 18 month long lock-in arrangement, subject to certain exceptions. Application is being made for admission of the New Shares to trading on AIM and admission is expected to take place on 6 October 2009. On admission completion of the acquisition occurs. 

The new ordinary shares will, when issued, rank pari passu in all respects with the existing ordinary shares. Following this issue the Company will have 64,197,689 ordinary shares in issue, which represents the Company's total voting rights.

For further enquiries, please contact:

About Netcall 

Netcall is a U.K. company listed on the AIM market of the London Stock Exchange. Based near Cambridge, Netcall develops and supplies innovative communication solutions to organisations of all sizes, including many blue-chip companies with global contact centre operations. As the leading specialist in callback, auto-messaging and contact solutions, Netcall helps organisations globally to increase profits and productivity while improving customer satisfaction and employee morale. 

Solutions are deployed either onsite or as hosted managed services using Netcall's Intelligent Communications Platform (ICP). The company has more than a decade's experience owning and running a high-availability service platform co-located with international carriers. Netcall's customer list includes Anglian Water, Birmingham City Council, BT, BUPA, Cable & Wireless, First Direct, Halifax, Interflora, Lloyds TSB, McAfee, npower, Oracle, Prudential and RBS (The Royal Bank of Scotland Group). 

Please visit www.netcall.com for more information.