Last checked at 23 Jul 2008 07:00
FOR RELEASE
7.00AM
23 JULY 2008
XPERTISE GROUP PLC
("Xpertise", "A leading provider of provider of IT training")
Acquisition of Parity Training Limited
Placing of 3,250,000 Ordinary Shares of 8p each at a price of 70p per Ordinary Share
Notice of General Meeting
Key Points
Acquisition of Parity Training Limited for £4.775 million
Placing to raise £2.275 million
New debt facility of £2.25 million
Pro forma turnover of the Enlarged Group in excess of £40 million - second largest in UK market
Enlarged Group will have training centres in London, Greater Manchester, Leeds, Newcastle, the Thames Valley and the Midlands
c. 700 delegate places in 65 classrooms
Customers include HBOS, Computacenter, BT, Barclays, Microsoft, HMRC, Sage, Experian, EDS and two significant public sector organisations
Parity Training Limited's core offering complements Xpertise's own product and service offering
£1.25 million of overheads incurred by Parity Training Limited by virtue of being a subsidiary of Parity Group plc, will not be incurred post acquisition
Cost savings from integration, increased revenues from cross selling and winning new customers gives further optimism for the Enlarged Group's future prospects
IT Training market size estimated at £530 million in 2007 - an increased by 10.5% over 2006
Xpertise current trading
Richard Last, the Chairman of Xpertise, commenting on the acquisitions, said:
"The Enlarged Group will have a substantial blue chip customer base, strong balance sheet, negligible net debt and good cash generation. The combination of the Xpertise and Parity Training businesses will put the Enlarged Group in an excellent position to service our current and future customers and meet their IT and Professional skills training needs.
Furthermore, I am delighted that all the directors of Xpertise are participating in the Placing which illustrates their confidence in the strategy and prospects of the Group."
For further information:
Richard Last, Chairman Mob: 07713 214 484
Xpertise Group plc Tel: 01608 683 108
Simon Leathers / Charlotte Stranner
Daniel Stewart & Company plc Tel: 020 7776 6550
Brian Coleman-Smith / James Verstringhe
Cubitt Consulting Limited Tel: 020 7367 5100
ACQUISITION AND PLACING STATISTICS
| Placing Price | 70p |
| Number of Existing Ordinary Shares in issue prior to the Placing and Acquisition | 5,633,949 |
| Number of Placing Shares being issued pursuant to the Placing | 3,250,000 |
| Percentage of Enlarged Share Capital being issued pursuant to the Placing | 36.58 per cent. |
| Estimated gross proceeds of the Placing | £2,275,000 |
| Estimated net proceeds of the Placing receivable by the Company | £1,675,000 |
| Number of Ordinary Shares in issue on Admission | 8,883,949 |
| Market capitalisation of the Company on Admission at the Placing Price | £6,218,764 |
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| Publication date of the Admission Document | 23 July 2008 |
| Latest time and date for receipt of completed Forms of Proxy for the GM | Noon on 24 August 2008 |
| General Meeting | Noon on 26 August 2008 |
| Issue and allotment of the VCT Placing Shares | 28 August 2008 |
| Completion of the Acquisition | 29 August 2008 |
| Expected commencement of trading on AIM in the Existing Ordinary Shares and the Placing Shares | 29 August 2008 |
| Delivery into CREST of the Placing Shares to be held in uncertificated form | 29 August 2008 |
| Despatch of definitive share certificates in respect of the Placing Shares to be held in certificated form | 5 September 2008 |
Each of the times and dates in the above timetable are London times and are subject to change at the absolute discretion of the Company and Daniel Stewart. The terms and definitions in this announcement are the same as defined in the Admission document published on the same day.
Xpertise Group plc
Acquisition of Parity Training Limited
Placing of 3,250,000 Ordinary Shares of 8p each at a price of 70p per Ordinary Share
Application for admission of the Enlarged Share Capital to AIM
Notice of General Meeting
1 Introduction
It was announced today that Xpertise has agreed, subject to Shareholder approval, to acquire Parity Training through its wholly owned subsidiary, Xpertise Training, for a total consideration of £4.775 million. Parity Training offers flexible learning solutions that deliver benefits for organisations seeking performance improvement through people. Parity Training is a subsidiary of Parity Group plc, a company whose shares are traded on on the Official List of the London Stock Exchange. The consideration for and expenses relating to the Acquisition are to be funded by the cash proceeds of £2.275 million together with existing cash resources of £0.85 million, and a new debt facility of £2.25 million.
Due to the size of the Acquisition in relation to Xpertise, the Acquisition constitutes a reverse takeover under the AIM Rules and, as such, Xpertise is obliged to re-apply for Admission to trading on AIM. As a reverse takeover, the Acquisition requires the approval of Shareholders for the purposes of the AIM Rules and this is being sought at the General Meeting to be held on 26 August 2008. If the Resolutions are passed by Shareholders, it is expected that Admission will take place on 29 August 2008.
Application will be made for the Enlarged Share Capital to be admitted to trading on AIM which is expected to take place on 29 August 2008.
The purpose of this document is to set out the background to and the reasons for the Acquisition, to explain why the Directors consider the Acquisition to be in the best interests of the Company and its shareholders as a whole and to recommend that you vote in favour of the Resolutions at the EGM.
2 Information on Xpertise and Parity Training
Xpertise
Xpertise is one of the UK's leading providers of authorised IT and professional training. Its aim is to help companies nationwide to enhance the skills of their staff to become more efficient, more productive and more competitive.
Xpertise was formed in 1994 and admitted to trading on AIM in January 1999. The company has grown both organically and via the acquisition of complementary businesses. In January 2003 the Company acquired Power Education Limited, an IT technical training provider and in January 2006 Xpertise acquired Watermans People and Organisational Development Limited, a provider of soft skills training.
Xpertise has a network of training centres located in London, Thames Valley, Leeds, Greater Manchester, East Midlands and Tyne & Wear. These centres have 45 fully equipped training rooms offering a capacity of approximately 500 delegate places. Increasingly, training is also carried out at customer locations and by third parties. The Group has 40 full-time instructors and approximately 100 associate instructors available to deliver training to its customers.
Xpertise has one trading subsidiary which, although providing different training products, has one management team and a single operating structure. All the revenue during 2007 was attributable to sales in the UK arising from the principal activity of the Xpertise Group of the supply of IT training services.
IT Training
Xpertise offers over 500 IT training courses and programmes for IT professionals and developers, covering all the major areas of IT, including: A+, Network+, C++, Checkpoint, Cisco, Citrix, ,Java, Linux/Unix, IBM, Microsoft, OO, Oracle, Redhat and Sun. Xpertise has provided significant training programmes for customers such as Accenture, Atos, BT, Dell, EDS, Experian, HM Revenue & Customs, HSBC and Sage.
Xpertise has twice been named Microsoft Certified Solution Partner of the Year for Europe, Middle East & Africa and, in 2007, was named IBM Training Reseller of the Year.
Professional skills
Xpertise is accredited by the ISEB to deliver ITIL service management courses and by the APM Group for the delivery of PRINCE2 project management and MSP training.
Soft skills
Soft skills training includes personal development, management development, customer service training, soft skills for project managers, team development and graduate development programmes. 'Intensive development and accreditation programmes' have been introduced to the curriculum and The Chartered Management Institute has accredited a number of these programmes.
Learning Services
Learning Services, a division of Xpertise, offers clients a fully managed, tailored and bespoke service. Learning Services provides graduate programmes, project management programmes and new technology roll-outs. A training service can include elements of blended learning, e-learning, mentoring, seminars, skills consulting, workshops and training needs analysis. Learning Services also provides a full managed service for those clients wishing to partially or fully outsource their learning and development functions.
Xpertise continues to expand Learning Services and, during 2007, it delivered managed training services to a number of large enterprises. It has delivered two new major contracts that were won at the start of 2007 for a government organisation and for Computacenter. In addition, Learning Services won further managed training service contracts in 2007 with Experian and Sage.
In the recent 'Top 50 IT training companies' published in May 2008, Xpertise moved up from 8th to 3rd place, as can be seen in the table below:
IT Skills Research - TOP 50 UK IT TRAINING PROVIDERS - 2008
| Rank 2008 | Company | 2007 Revenue £m | Revenue change | Rank 2007 |
| 1 | QA-IQ | 63.5 e | 5% | 1 |
| 2 | Learning Tree International | 23.6 | 5% | 2 |
| 3 | Xpertise Training | 22.3 | 40% | 8 |
| 4 | SAP | 21.6 | 10% | 3 |
| 5 | IBM Training | 19.5 e | 3% | 4 |
| 6 | Logica | 19.2 e | 16% | 7 |
| 7 | Global Knowledge | 18.7 e | 1% | 5 |
| 8 | Parity Training | 18.6 | 3% | 6 |
| 9 | SkillSoft | 16.5 e | 17% | 11 |
| 10 | Oracle University | 15.5 e | 19% | 12 |
e estimated figures
Parity Training
Parity Training is one of the top ten IT training providers in the UK, with a portfolio of over 250 different courses ranging from high level analysis and design courses for senior IT professionals through to courses for end users. Parity Training has training centres in Central London and Leeds. With its team of some 37 full time training consultants, Parity Training trains delegates on public courses and in-house courses tailored for clients and run throughout the UK and overseas, as well as major programmes of customised training.
Parity Training offers flexible learning solutions that deliver benefits for organisations seeking performance improvement through people. Parity Training offers a broad IT-related portfolio and is a market leader in the areas of Project and Programme Management, Service Management and Business Systems Development.
Key skills for Parity Training are PRINCE2TM, ISEB and ITIL® compliance and methodology. Parity Training's specialities are change management training before, during and after systems implementations, skills and competency frameworks based on SFIA (Skills Framework for the Information Age) and other recognised industry practice competency definitions including BCS (British Computer Society) and OGC (Office of Government Commerce).
Parity Training's "e-Books" is an online reference library which extends the learning from its portfolio of courses.
In the recent 'Top 50 IT training companies' published in May 2008, Parity Training was in 8th place, as can be seen in the table included in the information on Xpertise above.
3 Market and Competition
The IT training market in the UK is characterised by a large number of small companies and some larger businesses that are part of more substantial organisations with diverse activities. The top 5 suppliers of IT training account for 28 per cent. of the total market and the top 10 account for almost half the total market. The market size was estimated at £530 million in 2007 which represented an increase of 10.5 per cent. as compared with 2006.
The Directors believe that an opportunity exists to lead the consolidation of the UK IT training market, by making carefully targeted acquisitions at valuations enhancing shareholder value.
4 Background to and reasons for the Acquisition
Xpertise has publicly indicated its intention to pursue a strategy of expansion, both organically and through the acquisition of complementary businesses. Xpertise believes it has achieved its initial organic objectives which have strengthened the business in preparation for acquisitive growth.
The Directors believe that the Acquisition will give Xpertise much greater critical mass in the overall IT and professional skills marketplace and in the area of Learning Services. It will move Xpertise from 3rd position in the league table of IT training providers to 2nd and the Enlarged Group will be almost double the size, by turnover, of its nearest competitor. The Enlarged Group's objective is to be a leading provider of project and service management in addition to its position as a leading provider of IT managed training services, offering a broad range of accredited curricula.
The Directors are confident about the future prospects of the Enlarged Group following the integration of the two businesses. They believe that Parity Training has the following key attributes which make it an excellent acquisition opportunity for Xpertise:
1. a blue chip customer base;
2. complementary products and services;
3. established presence in London and Leeds; and
4. a significant opportunity to realise cost savings and synergies.
The Acquisition will enhance Xpertise Group's market position in both professional skills (predominantly IT project, programme and service management) and managed training services. The pro forma combined turnover of the Enlarged Group will be in excess of £40 million, giving the business a powerful position in the provision of IT technical training, professional skills training, and managed training services. It will also provide a platform to offer both soft skills and end-user training across the enlarged customer base. The Directors intend to use the profile of the Enlarged Group to win additional major customers and managed training service contracts.
The Enlarged Group will operate from training centres in London, Greater Manchester, Leeds, Newcastle, the Thames Valley and the Midlands providing approximately 700 delegate places in over 65 classrooms. The Directors intend to build an efficient delivery schedule of core courses for the Enlarged Group in its chosen locations. It will employ over 70 permanent trainers, over 60 sales and marketing personnel, approximately 80 personnel in finance, operations and administration and aims to offer staff enhanced career opportunities.
The core business objective of the Enlarged Group will be to increase combined revenues by cross selling the combined business portfolio of courses and locations to existing customers and by winning new customers for whom size, a broad portfolio of courses and nationwide teaching facilities are important. At the same time the Directors believe that gross margins can be improved through increased course fill rates and trainer and classroom utilisation whilst reducing operating costs by eliminating duplicate overheads. In addition, the Directors believe that margins can be improved by utilisation of proprietary courseware in the Enlarged Group's training curriculum.
Following Completion, the Enlarged Group will have a key presence in the learning service sector with improved visibility of earnings and enhanced recurring revenues from customers such as HBOS, Computacenter, BT, two significant public sector contracts, Barclays, Microsoft, HMRC, Sage, Experian, and EDS. In 2007 the major contract values ranged from between £1 .2m to £3.6m and were of various types; including a 3 year contract and a purchasing supply agreement.
5 Terms of the Acquisition
Xpertise has conditionally agreed to acquire the entire issued share capital of Parity Training. The consideration for the Acquisition is £4.775 million, of which approximately £1.68 million will be paid using the net cash proceeds of the Placing, £0.85 million will be satisfied by existing cash resources and £2.25 million from a new debt facility.
6 Summary Financials
The financial information in respect of Xpertise set out in the table below is summarised from the Company's previously published annual accounts (available on the Company's website www.xpertise.co.uk) and the financial information in respect of Parity Training from the statutory accounts of Parity Training, extracts of which are included in the Admission Document. Shareholders should read the full reports and not rely solely upon the summary below.
| | Xpertise | Xpertise | Xpertise | Xpertise | Parity Training | Parity Training | Parity Training |
| | 2005 | 2006 | 2006 | 2007 | 2005 | 2006 | 2007 |
| | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
| Year Ended 31 Dec | UK GAAP | UK GAAP | IFRS | IFRS | IFRS | IFRS | IFRS |
| Revenue | 15,274 | 15,949 | 15,949 | 22,294 | 20,164 | 18,406 | 18,625 |
| Operating Profit/(Loss) | (305) | (58) | 279 | 554 | (2,206) | 308 | 570 |
| Add Back Share-based payment expenses | 27 | 23 | 23 | | 35 | 15 | 105 |
| Adjusted EBIT (non statutory) | (278) | (35) | 302 | 554 | (2,171) | 323 | 675 |
A reconciliation, between UK GAAP and IFRS, of Xpertise's consolidated income statement for the year ended 31 December 2006 can be found on page 44 of the Annual report and Accounts for the Year Ended 31 December 2007.
As a result of Parity Training being divested from Parity Group and becoming part of the Xpertise Group a number of adjustments are required to compare the adjusted EBIT of the two businesses. Most notably this includes the removal of the expected return on pension scheme assets. Furthermore the removal of provisions associated with pensions and property can be seen on the pro forma statement of net assets in the Admission Document.
Cost Savings and Synergies
It is expected that, following Completion, annual cost savings £1.25 million will be made as a direct result of the cessation of recharges of Parity Group plc central overheads to Parity Training. The savings are comprised from a number of areas; Corporate, Legal, Commercial, Marketing, Finance, Insurance, HR, IT, Pensions and Property.
It is estimated that further cost savings of over £0.5 million can be achieved by reducing operating costs through the elimination of duplicate overheads.
Interim Results for the six months ending 30 June 2008
As a result of management's involvement in and attention on the execution of this transaction the publication of the Interim Results is now expected in the later half of September.
7 Current Trading and Future Prospects of the Enlarged Group
Xpertise
The 2007 audited results of Xpertise showed substantial growth in revenue and profits and a strong balance sheet. Xpertise paid a dividend for the first time since 2000 on the basis of these results.
On 1 July 2008, the Board of Xpertise announced that trading in the first half of 2008 has continued to be strong, with revenues in excess of £11.8 million, 11 per cent. above the same period last year. The Group's major customers have continued to contribute strongly to this growth in revenue and the balance sheet remains strong. At 30 June 2008, the Xpertise Group had net cash balances in excess of £3m and the Board remains comfortable with market expectation for the current financial year.
The IT training market is reported to have increased in size by approximately 10.6 per cent. in 2007 (IT Skills Research), a year in which Xpertise gained market share from its competitors with an increase in revenues of over 40 per cent. Notwithstanding this, training remains price sensitive.
Xpertise has experienced success in the professional skills sector (Prince2 project management and ITIL service management). Xpertise's turnover in this part of its business increased by 15 per cent. in 2007.
Xpertise's soft skills business also continues to expand and turnover in this area increased by 66 per cent. in 2007.
Parity Training
Parity Training's revenue remained reasonably steady during 2006 and 2007. However, quarter 1 2008 revenues were below Parity Training's management's original expectations and led them to downgrade their forecasts for the remainder of 2008.
Parity Training's management has made significant progress in reducing the cost base of the business and in simplifying and focusing its product portfolio. Parity Training has a good reputation in the corporate and public sector marketplace. The business returned to marginal profitability in 2006 but this was after incurring significant central recharges from Parity Group.
Enlarged Group
Parity Training's core course offering of project and programme management, service management and business systems development complements Xpertise's own product and service offerings in this area.
The allocation of overheads from Parity Group includes approximately £1.25 million which will not be incurred post acquisition.
There are additional significant cost savings that can be made by the integration of Xpertise and Parity Training. This, combined with increasing revenues both through cross selling opportunities and winning new customers as a result of the enhanced market position of the Enlarged Group, gives the Directors optimism for the Enlarged Group's future prospects.
8 Dividend Policy
The Board, intends, subject to the results of the Company's operations, its financial condition, cash requirements, future prospects, and profits available for distribution, to recommend the payment of dividends to Shareholders.
9 Directors' Interests
The interests of the Directors (including the interests of persons connected with them (which expression shall be construed in accordance with section 346 of the Act) in so far as known to the Directors, having made appropriate enquiries in the issued share capital of the Company, (all of which are beneficial interests unless otherwise stated) as at the date of the Admission Document and as they are expected to be immediately following Admission are as follows:
| As at the date of the Admission Document | Immediately following Admission | |||
| Number of | Percentage of | Number of | Percentage of | |
| Name | Ordinary Shares | Ordinary Shares | Ordinary Shares | Ordinary Shares |
| R Last | 710,586 | 12.61% | 1,120,586 | 12.61% |
| MB Hatton | 139,908 | 2.48% | 282,765 | 3.18% |
| IP Johnson | 22,400 | 0.40% | 93,829 | 1.06% |
| BJ Pike | 1,125 | 0.02% | 36,839 | 0.41% |
| WR Walker | 812 | 0.01% | 22,241 | 0.25% |
10 General Meeting
The General Meeting of the Company is to be held at the offices of Taylor Wessing LLP, Carmelite, 50 Victoria Embankment, Blackfriars, London EC4Y 0DX at 12 noon on 26 August 2008. The following resolutions will be proposed:
Resolution 1 is an ordinary resolution to approve the Acquisition;
Resolution 2 is an ordinary resolution to authorise the Board under section 80 of the Companies Act 1985 to exercise all the powers of the Company to allot, grant options over, offer or otherwise deal with or dispose of any relevant securities of the Company generally on such terms and conditions as the directors may determine provided that such authority shall be limited to:
but so that, in either such case, the Company is able before such expiry to make an offer or agreement which would or might require relevant securities to be allotted after expiry of such an authority and the directors will be authorised to allot relevant securities in pursuance of that offer or agreement notwithstanding that the authority conferred by this resolution has expired.
Resolution 3 is a special resolution to, conditionally upon the passing of resolutions 1 and 2 above, give the directors power (in substitution for all such the powers previously granted) for the purposes of section 95 of the Act to allot equity securities (as defined in section 94 of the Act) pursuant to the authorities conferred by resolution 2 above as if section 89(1) of the Act did not apply to any such allotment provided that the power conferred by this resolution shall be limited to:
(d) to the allotment of equity securities, otherwise than pursuant to sub-paragraphs (a) to (c) above, up to an aggregate nominal amount of £142,143.
Resolution 4 is a special resolution to authorise the Company for the purposes of section 166 of the Companies Act 1985 to make market purchases (as defined in section 163 of the Companies Act 1985) of Ordinary Shares in the capital of the Company in such manner and on such terms as the directors of the Company may from time to time determine, and where such shares are held as treasury shares, the Company may use them for the purposes set out in section 162D of the Companies Act 1985, including for the purpose of its employee share schemes, provided that:
11 Recommendation
The Directors consider the Proposals to be fair and reasonable and in the best interests of the Company and its Shareholders as a whole and therefore recommend the Shareholders to vote in favour of the Resolutions to be proposed at the EGM, as they intend to do so in respect of their own shareholdings, amounting in aggregate to 874,831 Ordinary Shares, representing 15.53 per cent. of the Existing Ordinary Shares.
DEFINITIONS
The following definitions and glossary terms apply throughout this document, unless the context otherwise requires:
| “2006 Act” | the Companies Act 2006 |
| “Acquisition” | the proposed acquisition by the Company of the entire issued share capital of Parity Training from the Vendor pursuant to the Acquisition Agreement |
| “Acquisition Agreement” | the conditional agreement between (1) Xpertise Training Limited (2) the Company (3) the Vendor and (4) Parity Group plc relating to the Acquisition, further details of which are set out in the Admission Document |
| “Act” | the Companies Act 1985 (as amended) |
| “Admission” | admission of the Enlarged Share Capital to trading on AIM becoming effective in accordance with the AIM Rules for Companies |
| “AIM” | the AIM market of the London Stock Exchange |
| “AIM Rules for Companies” | the rules for AIM companies as issued by the London |
| “AIM Rules for Nominated Advisers” | the rules for nominated advisers as issued by the London Stock Exchange, from time to time |
| “Company” or “Xpertise” | Xpertise Group Plc |
| “Completion” | completion of the terms in accordance with the Acquisition Agreement |
| “Daniel Stewart” | Daniel Stewart & Company Plc |
| “Directors” or “Board” | the directors of the Company, whose names are set out in the Admission Document |
| “Enlarged Group” | the Company and its subsidiaries following completion of, and as enlarged by, the Acquisition |
| “Enlarged Share Capital” | the Existing Ordinary and the Placing Shares |
| Enterprise Management Incentive Share Option Scheme” | the Xpertise enterprise management share option scheme approved by the shareholders of Xpertise by resolution dated 18 July 2001 and described in paragraph 8 of Part V of the Admission Document |
| “Form of Proxy” | the form of proxy enclosed with this document for use by the Shareholders in connection with the EGM |
| “FSA” | the Financial Services Authority |
| “GM” or “General Meeting” | the general meeting of the Company, notice of which is set out at the end of the Admission Document |
| “HBOS Agreement” | the IT Technical & Desk Top Applications Training contract between HBOS plc and Parity Training dated 1 March 2005 as varied by a letter dated 17 April 2007 and renewed pursuant to a letter dated 16 June 2008 |
| “HMRC” | Her Majesty’s Revenue and Customs |
| “Learning Services” | the Learning Services division of Xpertise described in the Admission Document |
| “London Stock Exchange” | London Stock Exchange Plc, company number 2075721 |
| “Non-VCT Placing Shares” | the 951,428 Placing Shares which will not form a qualifying holding for VCTs investing funds raised after 6 April 2006 |
| “Notice” | the notice of GM set out at the end of the Admission document |
| “Official List” | the Official List maintained by the UKLA |
| “Option” or “Options” | options to be granted pursuant to the Share Option Scheme |
| “Ordinary Shares” | ordinary shares of 8p each in the share capital of the Company |
| “Panel” | the Panel on Takeovers and Mergers |
| “Parity Training” | Parity Training Limited |
| “Placees” | subscribers for the Placing Shares procured by Daniel Stewart (as agent for the Company) pursuant to and on the terms of the Placing Agreement |
| “Placing” | the conditional placing of the Placing Shares by Daniel Stewart as agent on behalf of the Company pursuant to the terms of the Placing Agreement |
| “Placing Agreement” | the conditional agreement dated 23 July 2008 between the Company and Daniel Stewart relating to the Placing, further details of which are set out in the Admission Document |
| “Placing Price” | 70 pence, being the price at which each Placing Share is to be issued under the Placing |
| “Placing Shares” | the 3,250,000 new Ordinary Shares which are subject of the Placing comprising the VCT Placing Shares and the non-VCT Placing Shares |
| “Proposals” | the Acquisition, the Placing and Admission |
| “Prospectus Rules” | the prospectus rules made by the FSA pursuant to section73A(1) and (3) of FSMA as defined in section 4 17(1) of the FSMA |
| “ QCA Guidelines” | the guidelines published on 13 July 2005 by the Quoted Companies Alliance regarding corporate governance for AIM companies |
| “Record Date” | 6.00 p.m. on the day prior to the publication of this document |
| “Resolutions” | the proposed resolutions of the Company contained in the Notice attached to the Admission |
| “Xpertise Training” | Xpertise Training Limited |
| “Xpertise Group” | Xpertise Group plc and its subsidiaries as at the date of this document |
| “Shareholders” | the persons who are registered as holders of Ordinary Shares |
| “Share Option Scheme” | the Enterprise Management Incentive Share Option Scheme and the Unapproved Share Option Scheme |
| “Takeover Code” or the “Code” | the City Code on Takeovers and Mergers |
| “UKLA” or “UK Listing Authority” | United Kingdom Listing Authority, being the FSA acting in its capacity as the competent authority for the purposes of Part VII of the FSMA |
| “Unapproved Share Option Scheme” | the Xpertise unapproved share option scheme approved by the shareholders of Xpertise by resolution dated 4 January 1999 and described at paragraph 8 of Part V of the Admission Document |
| “Vendor” | the shareholder of Parity Training at the date of this document, being Parity Holdings Limited |
| “VCT(s)” | Venture Capital Trusts |
| “VCT Placing Shares” | the 2,298,572 Placing Shares which are intended to form a qualifying holding for VCTs investing funds raised before 6 April 2006 |