SJH.L Regulatory News (SJH)

10 April 2017

Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR).

Boxhill Technologies plc

("Boxhill" or the "Company")

Acquisition of Timegrand

Further to the announcement of 10 February 2017, the Company has today completed the acquisition of Timegrand Limited, a recently incorporated special purpose vehicle ("Timegrand"). Timegrand holds intellectual property, software and knowhow including a new 10-year licence, granted on 10 April 2017, to use an advanced payment gateway software system called the WPJ Services Control Center, with advanced analytics and security/fraud management as well as finance and administration services (the "Acquisition"). The software and knowhow this acquisition brings will help improve processes and turnaround times for our administration and reconciliation activities and internal reporting capabilities. Boxhill is already using certain elements of the software suite, as are several of its customers, and the benefits have proved to be significant. The Acquisition is being made to further enhance the offering of the Payments Division and will include gateway processing software with enhanced reporting capabilities, fraud management software and finance and administration Services bringing about improved efficiencies between our delivery and internal finance functions. Timegrand has no trading record and the licence to use the WPJ Services Control Center software is newly issued, thus no profits or losses are attributable to the assets being acquired. The directors of Boxhill estimate that, in addition to the significant time that would be required to develop the software, the cost to replicate the software provided as part of the acquisition of Timegrand Limited approximates to the consideration payable.

The consideration for the Acquisition is £1,000,000, through the issue of 500,000,000 new ordinary shares of 0.1 pence in the capital of the Company ("Ordinary Shares"), at a price of 0.2 pence per share (the "Consideration Shares"). The Consideration Shares will amount to 21.22 per cent of the enlarged Ordinary Share capital of the Company. The vendor of Timegrand is Empire Global Management Limited ("Empire"), a company incorporated in Dubai, which has been granted licensing rights by WPJ Services ApS, a company incorporated in Denmark that created the WPJ Services Control Center software. Empire has entered into an agreement with the Company to not sell or encumber any of the Consideration Shares for a period of 12 months without the agreement of the Company (subject to exceptions equivalent to those set out in Rule 7 of the AIM Rules for Companies). Empire is owned by a number of shareholders, none of whom would constitute a Person with Significant Control (as defined in the Small Business Enterprise and Employment Act 2015) if it were a UK registered company.

An application will be made to admit the Consideration Shares for trading on the AIM Market with effect from 14 April 2017. Following the issue of the Consideration Shares, the Company will have a total of 2,355,829,770 Ordinary Shares in issue. The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules. Following the issue of the Consideration Shares, the following notifiable positions of Ordinary Shares are held.

* A company owned by James Rose, a director of a subsidiary of the Company

** Directors of the Company

Lord Razzall, Executive Chairman, commented: 

"The acquisition of Timegrand saves both time and money by delivering increased efficiencies and resource-saving functionality which, with one eye on the future, will assist as we continue to make planned progress within our payments division. We continue our search for a new CEO for our enlarged Company."

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