Acquisition

i-documentsystems Group PLC 10 May 2004 10 May 2004 i-documentsystems group plc IDOX ACQUIRES TFPL i-documentsystems group plc ('IDOX' or 'the Group'), a provider of e-Government solutions to Local Authorities, announces that it has agreed to acquire TFPL Ltd ('TFPL'), a leading knowledge and information management consulting firm, for a maximum consideration of £4 million. Of this amount, approximately £2 million will be paid (in cash and shares) upon completion (the 'Initial Consideration'), the remainder being payable in shares contingent on gross profit targets being met during the period to October 2006. For the year to 31 December 2003, TFPL's turnover amounted to £5.2 million, adjusted profits totalled £0.37 million, while net assets amounted to £0.35 million. TFPL is a private company founded by majority shareholder Nigel Oxbrow who will continue in his capacity as Managing Director of TFPL. The acquisition of TFPL will enable IDOX to provide clients with expert consultancy, project teams and training in addition to the Company's information management software and services offering. IDOX will combine TFPL's services into IDOX's existing range of products and services. The transaction is further expected to provide the enlarged Group with considerable cross-selling opportunities. TFPL is an established information services company, headquartered in London, specialising in consultancy, recruitment, training and research services. Since 1995, TFPL has focused its resources on delivering information, knowledge, records and content management expertise and solutions to clients across the financial and professional services market as well as the public sector. TFPL has established a significant presence in the public and private marketplace with access to Chief Information Officers and Knowledge Management professionals in major corporates, professional firms and public bodies. TFPL has worked closely with a wide range of major organisations including the National Health Service, the Improvement and Development Agency, the Inland Revenue, various Local Authorities, several police forces and universities together with a range of blue chip companies. Funding for the transaction has been arranged via a placing of new ordinary shares. Noble & Company, acting as broker for the Group, has placed a total of 23,000,000 ordinary shares of 1p each on behalf of the Group, raising £2.3 million before issue expenses, at a price of 10p per share. The proceeds will be utilised to fund the acquisition of TFPL, the settlement of certain liabilities in connection with the acquisition of TFPL and augmentation of the Group's existing working capital. The new ordinary shares will rank pari passu with the existing ordinary shares of the Group and will represent 12.63% of the enlarged issued share capital. Application has been made for the new ordinary shares to be admitted to the Alternative Investment Market ('AIM') of the London Stock Exchange plc. It is expected that dealings in the new ordinary shares will commence on 12 May 2004. The Initial Consideration for the acquisition has been partly satisfied through the issue of 5,369,375 new ordinary shares in IDOX ('Consideration Shares') to Nigel Oxbrow and others ('the Vendors') at a price of 10p per share. Application will be made for the Consideration Shares to be admitted to AIM and it is expected that dealings in the Consideration Shares will commence on 18 May 2004. In addition, a total of 11,500,000 existing ordinary shares of 1p each have been placed on behalf of certain existing shareholders to new institutional investors at a price of 10p per share. A total of 4,000,000 existing ordinary shares have been placed on behalf of Lombard Risk Management plc ('LRM'). LRM will retain a total of 2,968,212 ordinary shares in IDOX representing 1.63% of the enlarged issued share capital of the Group. Furthermore, 6,000,000 existing ordinary shares have been placed on behalf of the Advanced Technology Trust ('the Trust'). The Trust will retain 13,950,000 ordinary shares in IDOX representing 7.66% of the enlarged issued share capital of the Group. John Wisbey, Non Executive Chairman of IDOX, is a director and significant shareholder of LRM and a beneficiary of the Trust. Terms and conditions for the placing of existing ordinary shares were agreed and committed to on 29 April 2004. Both transactions will be effected on 10 May 2004. Commenting on the acquisition, Andrew Fraser, IDOX's Chief Executive, said: 'The acquisition of TFPL complements our existing customer offering by adding a consulting and project resourcing dimension to IDOX's information and management services. We have an established history of working with TFPL and are delighted to have been able to cement this relationship to the benefit of our clients. The calibre of TFPL's management allied with its impressive client portfolio will provide IDOX with the capability to accelerate its penetration of the public and private sectors. This acquisition has provided us with a solid platform for future growth. We look forward to building upon this and delivering value to our new and existing shareholders.' Nigel Oxbrow, Managing Director of TFPL, stated: 'TFPL has been extremely successful in winning a wide variety of knowledge, information and records management projects in the public sector. With the additional resources and backing of a public company we are now in an even stronger position to expand our business. We are delighted to join the IDOX team and can see many opportunities to combine our resources to offer clients new and innovative solutions to challenging information issues.' -END- For further information please contact: Andrew Fraser, CEO, i-documentsystems group plc 020 7427 0660 Tim Bowen, CFO /COO, i-documentsystems group plc 020 7427 0660 Matthew Hall, Noble & Company Limited 020 7763 2200 Nadja Vetter / Olivia Gallimore, CardewChancery 020 7930 0777 Notes to Editors i-documentsystems i-documentsystems group plc is a fast-growing information services company, specialising in the development of products and services for information management and information/content provision. The Group has three key business areas - software, information and managed services. IDOX Software is a sophisticated web-based software package delivering platform-independent solutions for document management and workflow with proven content management, records management and knowledge management capabilities. The group maintains the largest collection of information in the UK on all aspects of best practice and governance in the public sector. This library is available to clients through membership of the IDOX Information Service. Information projects are also undertaken for public sector clients. The Group has a leading position in putting the Local Government Planning process online (its first Managed Services solution) and has developed the first true end-to-end e-Planning solution for Local Authorities and their citizens - UKPlanning. Provided separately, or as a joint offering, these areas of expertise allow i-documentsystems to provide for all the information provision and information management needs of local government. TFPL TFPL provides a wide range of recruitment, training and advisory services in the areas of knowledge, information, library, records, web and content management. Since the company was established in 1987, TFPL has focused on the provision of these specialist services to public and private sector organisations. TFPL is an S-cat provider and specialises in the areas of: • Knowledge management - creating, managing and utilising the expertise, experience and intellectual property of an organisation • Information management - enabling access to the vast information resources available both within an organisation and also from external sources • Library management - the efficient and effective management of collections of hard-copy or electronic published information • Records and archives management - organising and enabling access to the records and documents within an organisation - hard-copy or electronic • Web and content management - applying new skills to content creation, organisation and access appropriate to web platforms such as portals, intranets and extranets This information is provided by RNS The company news service from the London Stock Exchange

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