1Spatial Holdings Regulatory News (SPA)

14 Aug 2009 07:00



Avisen plc

("Avisen" or the "Company")

Completion of the acquisition of Inca Holdings Limited and fundraising of £0.5 million

Further to the announcement dated 17 July 2009, Avisen, the AIM quoted performance management specialist, is pleased to announce that the pre-completion conditions relating to the acquisition of Inca Holdings Limited ("Inca") and its wholly owned subsidiaries (together the "Inca Group") have now been satisfied. In addition, the Company announces that it has conditionally raised approximately £0.5 million by means of a subscription for 3,278,652 ordinary shares of 5p each in the capital of the Company ("Ordinary Shares") at 15.25p per share ("the Subscription").

The acquisition of Inca ("Acquisition")

The total consideration for the Acquisition is £3,500,000, which will be satisfied by the issue of 22,950,820 new Ordinary Shares at a price of 15.25p ("Consideration Shares"), equivalent to the closing middle market price of the Ordinary Shares on 16 July 2009, the last practicable date prior to entering into the acquisition agreement. The Acquisition is conditional upon the admission of the Consideration Shares to trading on AIM. 

The Inca Group comprises Inca Software Limited ("Inca Software"), Inca Technology International Limited ("Inca Technology") and their parent company, Inca. The Inca Group is a leading provider of planning, reporting and forecasting solutions for organisations across all industry sectors. It has built up a leading sales, customer support and professional services team and serves over 500 customers across the UK and Europe, helping them to achieve planning, reporting and forecasting success.

Following the Acquisition, Avisen will be positioned as a leading IBM Cognos reseller and consultancy in the UK, which further strengthens Avisen's position as a leader in the Performance Management market. 

Chris and Jayne Kerrison, co-founders and senior executives of Inca, will join Avisen's senior management team on completion of the Acquisition. 

The Subscription

The Company has conditionally raised £499,994.43 by means of a subscription for 3,278,652 Ordinary Shares ("Subscription Shares") at 15.25p per share. The funds raised will be used to provide additional working capital and for integration costs following the acquisition of the Inca Group.

Investors who have subscribed for Ordinary Shares will also receive one warrant for every Ordinary Share subscribed for in the Subscription ("Warrants"). The Warrants are exercisable at 15.25 pence per Ordinary Share at any time from six months following the date of admission of the Subscription Shares to trading on AIM until 17 July 2012. Application will not be made for the Warrants to be admitted to trading on AIM or any other stock exchange.

The Subscription is conditional on, amongst other things, the completion of the Acquisition and admission of the Subscription Shares to trading on AIM.

Directors' and shareholders participation in the Subscription

Certain directors and shareholders of the Company have agreed to subscribe for Ordinary Shares in the Subscription. The total number of Ordinary Shares subscribed for and the subsequent holdings of the directors concerned as a percentage of the issued ordinary share capital as enlarged by the Acquisition and Subscription are as follows:

On completion of the Acquisition, Jayne Kerrison and Christopher Kerrison will each be issued with 9,868,853 and 9,655,410 Ordinary Shares, representing 6.96 per cent. and 6.81 per cent. of the Company's issued share capital as enlarged by the Acquisition and Subscription, respectively.

It is expected that admission of both the Consideration Shares and the Subscription Shares will become effective and dealings in the new Ordinary Shares will commence on 20 August 2009. Following completion of the Acquistion and the Subscription, the Company will have 141,799,928 ordinary voting shares in issue. 

Marcus Hanke, Andrew Turner and Marcus Yeoman, as directors of the Company, are related parties for the purposes of the Subscription. The independent directors of Avisen being Jon Claydon, Louis Peacock and Keith Jones ("Independent Directors"), having consulted with John East & Partners Limited ("JEP"), the Company's Nominated Adviser, consider the terms of the Subscription to be fair and reasonable insofar as the Company's shareholders are concerned. In advising the Independent Directors, JEP has relied upon their commercial assessment.

Marcus Hanke, CEO of Avisen, commented:

"We have completed the acquisition according to plan and are delighted to have succesfully secured our position as a leading IBM Cognos reseller and consultancy provider in the UK. We are also extremely pleased to have raised £0.5 million at a premium to the current market price and are very grateful to both the new and existing shareholders who have supported the Subscription. 

"We will continue with our strategy to expand the scale and depth of the Company's software, support and consulting service capabilities through complimentary acquisitions. Inca is an example of this strategy and we look forward to working alongside Inca's team."

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Notes to Editors:

Avisen

Avisen is a business and technology consultancy specialising in performance management with a focus on strategy creation, development and implementation. It provides advisory services and software distribution of solutions in the corporate performance management market. Avisen aims to provide specialist advice to enable organisations to build more effective capabilities to manage the performance of their businesses and allow them to achieve their desired targets.