PHD.L Regulatory News (PHD)

PROACTIS Holdings PLC

Directors' Subscription

PROACTIS Holdings PLC ("PROACTIS"), the specialist Spend Control software provider, is pleased to announce that Rodney Potts, Non Executive Director, has subscribed for 1,300,000 ordinary shares of 10 pence each in the capital of the Company ("Ordinary Shares") at a price of 50 pence per Ordinary Share, raising proceeds of £650,000 for the Company and Alan Aubrey, Non Executive Chairman, has subscribed for 100,000 Ordinary Shares at a price of 50 pence per Ordinary Share, raising proceeds of £50,000 for the Company ("the Subscription").

The Subscription price is equal to the price at which Ordinary Shares were issued in the recent Placing undertaken by the Company, as announced on 18 March 2013. The funds arising from the Subscription will be used by the Company to support the acquisition strategy of the Group following the announcement earlier today of the proposed acquisition of Intesource Inc. The Subscription is a related party transaction pursuant to AIM Rule 13. The independent directors, being Tim Sykes, Rod Jones and Sean McDonough, having consulted with the Company's nominated adviser, finnCap Limited, consider that the terms of the Subscription are fair and reasonable insofar as the Company's shareholders are concerned.

Application has been made for 1,400,000 new Ordinary Shares, which will rank pari passu in all respects with the existing Ordinary Shares of the Company, to be admitted to trading on AIM ("Admission"). Admission is expected to be effective from 8.00 a.m. on 5 May 2014. The Subscription is conditional upon, inter alia, the new Ordinary Shares being admitted to trading on AIM.

Subsequent to the issue of the new Ordinary Shares, the total issued share capital of the Company will be 37,711,373 Ordinary Shares, with each share carrying the right to one vote. The Company holds 63,777 Ordinary Shares in treasury. Accordingly, following Admission, the total number of voting rights in the Company will be 37,647,596.

Following Admission, Rodney Potts will hold 8,867,830 Ordinary Shares, representing 23.6 per cent. of the Company's total voting rights and Alan Aubrey will hold 1,045,853 Ordinary Shares, representing 2.8 per cent. of the Company's total voting rights.

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Notes to Editors:

PROACTIS creates, sells and maintains specialist software which enables organisations to streamline, control and monitor all internal and external expenditure, other than payroll. PROACTIS is used in over 400 organisations around the world from the commercial, public and not-for-profit sectors.

PROACTIS is head quartered in Wetherby, West Yorkshire. It develops its own software using an in-house team of developers and sells through both direct and indirect channels via a number of Accredited Channel Partners.

PROACTIS floated on the AIM market of the London Stock Exchange in June 2006.

CLOUD COMPUTING is defined as location-independent computing, whereby shared servers provide resources, software, and data to computers and other devices on demand, as with the electricity grid.