Stratmin Global Resources Regulatory News (STGR)

5 Nov 2008 15:30



Interactive Prospect Targeting Holdings Plc

("IPTH" or "the Group")

Agreement reached in respect of Directinet SA ("Directinet")

Further to the press release on 29 September 2008, IPTH (AIM:IPH) announces that it has reached agreement with the founders of IPTH's French subsidiary, Directinet, for the early satisfaction of IPTH's remaining obligations under the earn-out arrangements in the acquisition agreement of 24 May 2006 ("Earn-out Arrangements"). IPTH has also put in place new arrangements for the management of Directinet. 

Under the Earn-out Arrangements, IPTH was obliged to provide further consideration to the Directinet founders and associated parties ("Founders") subject to the achievement by Directinet of certain financial targets for the year ended 31 December 2008. This obligation was to be satisfied by a 50/50 combination of a cash payment and the issue of shares in IPTH and was likely to have been due in April 2009. The shares would have been issued on the basis of the market price five trading days before issue and would have been subject to lock-up arrangements for 12 months. Under the new agreement, IPTH has, in full satisfaction of the earn-out arrangement, made an aggregate cash payment to the Founders of €1,119,000, which compares to a potential maximum of €2,500,000.

Those Founders who were on the board of Directinet have resigned as directors. The former President Director General of Directinet has left the Group and has been paid the sum of €200,000 under pre-existing indemnity arrangements in respect of his departure from Directinet. IPTH has initiated a process which is intended to result in the departure of the other four Founders who have been working in Directinet after an orderly transition period.

IPTH has, with immediate effect, made new appointments, giving it full control of the management and direction of Directinet. These appointments are:-

Martin Kiersnowski has been appointed as Chairman of Directinet.  He has 30 years of experience of direct marketing and was one of the original founders of IPTH. In recent years he has concentrated on IPTH's French subsidiaries.

John Lloyd has been appointed as interim Chief Executive Officer of Directinet pending appointment of a permanent Chief Executive Officer. He is a chartered accountant and turnaround professional who has held senior management positions in a number of companies.  He has lived and worked in Paris for the last 20 years and has been acting as a consultant to IPTH since July 2008 in relation to the Group's French subsidiaries.

The Chairman of IPTH, Nicholas Ward, said "We now have full management control of our largest subsidiary, which is a profitable and cash generative business and which is trading in line with budget. This is a significant further step forward in implementing the outcome of the strategic review".

-Ends-

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