PHD.L Regulatory News (PHD)

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

PROACTIS Holdings plc ( "PROACTIS" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

2nd Floor

1 Riverview Court

Castle Gate

Wetherby

West Yorkshire

LS22 6LE

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

http://www.proactis.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

PROACTIS Holdings plc intends to acquire Perfect Commerce, LLC ("Perfect Commerce"). Following completion of the Acquisition, the business will be that of both PROACTIS and Perfect Commerce (together, the "Enlarged Group").

PROACTIS and Perfect Commerce both operate in the spend management solutions market, specialising in the development and sale of technology led spend management software and solutions to help customers procure 'indirect' goods and services more efficiently and effectively with the combined objectives of reducing costs and improving control and compliance.

PROACTIS' solutions are used by approximately 850 buyer organisations, with over 2 million users, in over 90 countries, although predominately in the UK, across the commercial, public and not-for-profit sectors.

Perfect Commerce's cloud-based solutions are used by approximately 150 customers, many of which are Tier 1 customers, with over 1.3 million users (excluding ERP and e Catalogue customers) across 83 countries, 21 languages and 102 currencies. Further, Perfect Commerce operates its proprietary supplier network that it calls 'The Business Network' and which has approximately 970,000 suppliers connected to it. Perfect Commerce's main country of operation is the US and it also has extensive operations in mainland Europe. Perfect Commerce has a controlling, 79 per cent. shareholding in Hubwoo SA, a French company which is listed on the Eurolist of NYSE Euronext, in France.

The Enlarged Group will have a customer base extending across the United States, the United Kingdom and mainland Europe, served by an enhanced end-to-end solution set.

The Enlarged Group's main country of operation will be the United Kingdom.

The Acquisition constitutes a reverse takeover under AIM Rule 14. Accordingly, shareholder approval for the Acquisition is being sought at a general meeting convened for 31 July 2017.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

92,662,789 ordinary shares of 10 pence each ("Ordinary Shares") to be admitted, of which 42,424,243 Ordinary Shares are in respect of the placing to be admitted shortly prior to Admission ("Placing Shares").

No shares held in treasury.

No restrictions as to transfer of the securities.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised shortly prior to Admission:

£70 million at a placing price of 165 pence per Ordinary Share ("Placing Price") (the "Placing"). Admission of the Placing Shares is expected on 1 August 2017.

Anticipated market capitalisation on Admission: £152.9 million (based on the Placing Price).

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

11.5 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

None

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Alan John Aubrey (Non-Executive Chairman)

Timothy (Tim) James Sykes (Chief Financial Officer and Chief Executive Officer)

Sean Anthony McDonough (Chief Operating Officer)

Rodney Potts (Non-Executive Director)

George Hampton Wall Jr (Proposed Chief Executive Officer)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 July

(ii) 31 December 2016 (Perfect Commerce) / 31 January 2017 (PROACTIS)

(iii) 31 January 2018 (twelve month audited accounts to 31 July 2017); 30 April 2018 (six month unaudited results to 31 January 2018); 31 January 2019 (twelve month audited accounts to 31 July 2018).

EXPECTED ADMISSION DATE:

7 August 2017

NAME AND ADDRESS OF NOMINATED ADVISER:

finnCap Ltd

60 New Broad Street

London

EC2M 1JJ

NAME AND ADDRESS OF BROKER:

finnCap Ltd

60 New Broad Street

London

EC2M 1JJ

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

A copy of the Admission Document containing full details about the applicant and the admission of its securities will be available on the Company's website from the date of publication:

http://www.proactis.com/investors

DATE OF NOTIFICATION:

7 July 2017

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