Ingenta Gains AIM Listing via Reverse Acquisition
Delyn Group PLC
27 April 2000
Delyn Group plc ('Delyn' or the 'Company')
ingenta obtains AIM listing through £145m reverse acquisition
of Delyn Group plc
Proposed acquisition of ingenta limited and related placing,
board changes and change of name to ingenta plc
ingenta, one of the UK's top 20 web services and a world leader in
creating on-line knowledge communities, announced today that it
would be reversing into the AIM listed Delyn Group plc. ingenta
provides users with a unique aggregation of articles from
professional, technical and research journals not searchable
through normal web search engines. Its business to business
('B2B') services aimed at the global community of information and
research professionals also extend to creating vertical knowledge
communities for specialist sectors such as animal science and
human nutrition.
The proposed £118m reverse acquisition of ingenta limited will be
largely funded by the issue of new shares to the owners of
ingenta. The proposals also include a placing of New Ordinary
Shares at 280p per share to raise £3m and a change of name to
ingenta plc. The main highlights of today's announcement are as
follows:
* Delyn will issue up to 42m New Ordinary Shares to the Vendors of
ingenta who will then own approximately 80 per cent of the
enlarged entity.
* At the placing price of Delyn shares of 280p, this values
ingenta at £118m and the combined entity at £145m.
* ingenta's existing cash resources of £5m will be augmented by
Delyn's cash balances and the proceeds of the proposed placing
to provide over £12m of net cash to fund further growth.
* Martyn Rose, Chairman and Mark Rowse, Chief Executive together
with other existing Directors of ingenta will form the Board of
Delyn which will be renamed ingenta plc.
Commenting on the changes announced today, Mark Rowse, Chief
Executive designate of ingenta plc, said: 'ingenta is already a
significant business in both its UK and US markets. We generate
strong revenues, have over £5m in cash and are uniquely positioned
to lead the development of online communities for the world's
knowledge workers. Through becoming a public company and
increasing our cash resources to over £12m, ingenta will be primed
to take advantage of the rapidly growing demand for its services,
particularly in the US'.
For further information please contact:
ingenta ltd www.ingenta.com
Martyn Rose, Chairman 0207 408 0792
Mark Rowse, Chief Executive 01225 826267
Delyn Group plc 020 7834 8060
Guy Naggar, Chairman 0498 755 444
Albert E Sharp Securities 0207 489 4608
Guy Peters
Ludgate Communications 0207 253 2252
Edward Macquisten
Proposed acquisition of ingenta, placing, board changes and change
of name to ingenta plc
Introduction
Set out below are details of the proposed acquisition of ingenta
Ltd ('the Acquisition'), Board changes and the related Placing and
change of name of the company. Application has been made for the
new Delyn shares to be issued as a result of the Acquisition and
the Placing ('New Ordinary Shares') to be admitted and for the
existing Ordinary Shares to be re-admitted to trading on AIM.
Trading in the existing Ordinary Shares on AIM is expected to
recommence tomorrow.
The Board announced today that the Company has made an offer to
acquire the whole of the issued share capital of ingenta.
Irrevocable undertakings to accept the Offer have been received
from certain ingenta shareholders in respect of an aggregate of
1,227,254 ingenta Shares representing 90.5 per cent of the issued
share capital of ingenta. Completion of the Acquisition is
expected to take place on or around 26 May 2000.
ingenta is a developer of online knowledge communities in the B2B
and professional information sectors. It is one of the UK's top
20 Web services in terms of unique visits per month and, through a
recent acquisition, now also has a substantial user base in the
US.
The consideration for the Acquisition is to be satisfied by the
issue of New Ordinary Shares to the Vendors with a partial cash
alternative. Up to 41,996,072 New Ordinary Shares are being
offered for the existing share capital of ingenta and the issue of
New Ordinary Shares will be reduced to the extent ingenta
Shareholders elect for the partial cash alternative. Based on the
placing price of 280p, the existing Ordinary Shares are valued at
approximately £24.5 million and the fully diluted share capital of
ingenta is valued at approximately £118 million.
Following the Acquisition, the Company will pursue the development
of ingenta's business. Accordingly, the existing directors of
ingenta, being Martyn Rose, Mark Rowse, David Callcott, Ward Shaw
and David Embleton will join the board of Delyn at completion.
Each of the existing Directors of Delyn is to resign from the
Board at Completion.
It is proposed that the Company's name will be changed to ingenta
plc.
In addition, Delyn proposes to raise approximately £3 million by
way of a Placing of the New Ordinary Shares at 280p per share.
The Placing has been fully underwritten by Albert E Sharp
Securities.
As a result of the Acquisition and conditional upon Completion,
the Board has decided to change the financial year end of the
Company from 31 March to 30 September. An Extraordinary General
Meeting of the Company is being convened at which Shareholders
will be asked to consider and pass resolutions to approve, amongst
other things, the Directors' authority to allot shares and the
disapplication of pre-emption rights, the Acquisition, to approve
a waiver by the Takeover Panel of the obligation that would
otherwise have arisen under the City Code in relation to a deemed
Concert Party acquiring up to 33.2 per cent of the share capital
of the enlarged group, the Placing and the change to the Company's
name. Irrevocable undertakings to vote in favour of these
resolutions have been received in respect of ordinary shares
representing 52 per cent of the existing issued share capital of
Delyn.
Information on ingenta Ltd
*ingenta (www.ingenta.com and associated websites) addresses the
needs of academics, commercial researchers, scientists, and
other professional and technical user groups ('knowledge
workers') world-wide. ingenta is an aggregator and online
search engine providing authoritative information from scholarly
professional and technical publications. ingenta's material ('e-
journals') is not available in a freely searchable form
elsewhere on the Web and is therefore not picked up through
usual Web search engines, giving ingenta a unique user offering.
*It is one of the UK's top 20 web services in terms of unique
visits per month with over 759,000 visits in March 2000, and
through a recent acquisition now also has a substantial user
base in the US. ingenta has achieved this position by offering
publishers of journals and other subscription periodicals a
technical and content distribution service which allows them to
provide free online access to material for their existing
subscribers to a publication, but charge non-subscribers on a
'pay per view' basis.
*In addition to aggregating content across a number of subject
areas, ingenta is developing subject-focused e-communities in
collaboration with learned and professional societies,
publishers and other industry bodies. Building around the core
content value of e-journals, these co-branded destination sites
incorporate additional relevant content and information and
offer value-added services such as job markets, e-commerce and
industry news, plus community services such as chat and
discussion groups. Nine such sites were contracted as at 31
March 2000 and agreements have been reached for a further seven
since that date.
*As at 31 March 2000, ingenta provided this online journal
publishing service to 31 publishers (including Elsevier Science,
Academic Press, John Wiley and Blackwell Science), whose content
created a database comprising over 600,000 articles from more
than 2,400 academic and professional journals.
History
*ingenta was established by Mark Rowse in May 1998 and in
September 1998 acquired Bath Information and Data Services
('BIDS') a leading online bibliographic research resource for
the UK Higher Education Community, from the University of Bath,
which still retains an 18.4 per cent shareholding in ingenta.
*Following the acquisition, staff numbers have grown from 27 on
21st September 1998 to 71 at 31st March 2000 and new offices
have been established in Oxford, UK and Boston, USA, in order to
strengthen the company's presence in the world centres of
academic excellence.
*On 1 March 2000 ingenta completed the acquisition of UnCover
Inc., a major US-based provider of online research article
location and e-commerce facilities. This acquisition will be
integrated with ingenta's technical infrastructure over the rest
of 2000 and is expected to result in a majority of ingenta's
user base being from the US.
Financial Information on ingenta
The following table extracted from a report covering ingenta's
financial performance and net assets prepared by
PriceWaterhouseCoopers summarises the audited trading results of
ingenta since incorporation on 21st September 1998:-
Period from 21 5 months
September 1998 ended 29
to 30 September February
1999 2000
(audited) (audited)
£'000 £'000
Turnover 1,499 659
Expenses and overheads (2,314) (1,781)
------- -------
Loss before depreciation,
amortisation, interest and tax (815) (1,122)
Depreciation and amortisation (552) (260)
Interest 19 (1)
------- -------
Loss for the period (1,348) (1,383)
======= =======
On 1 March 2000 ingenta completed the acquisition of all of the
issued share capital of UnCover Inc. The terms of the acquisition
of UnCover provide for its activities to be outsourced for a
period of up to 12 months from completion. During this period,
ingenta will re-engineer its own services to provide the
functionality previously offered by UnCover. A proforma
restatement of the historic results of UnCover for the 3 years
ended 31 December 1999 prepared for illustration purposes only and
adjusted to reflect this outsourcing contract, indicates that
UnCover would have delivered profit before interest and tax of
US$488,000 for the year ended 31 December 1999 on turnover of
US$6,012,000.
Current Trading of ingenta
Trading levels in the period since 29 February have been
encouraging, with a further 4 publishers entering into Letters of
Intent with ingenta and agreements being reached for the creation
of a further 7 e-communities during March. Combined revenues of
ingenta and UnCover in the month of March 2000 were, on the basis
of unaudited management accounts, over £500,000, with over 40 per
cent represented by e-commerce in the form of online orders for
documents.
The Offer
The Offer is being made by Albert E Sharp Securities on behalf of
Delyn on the following basis:
For each ingenta Share 28.62 New Ordinary Shares
ingenta Shareholders can instead elect to receive a partial cash
alternative of 801 pence cash per ingenta Share plus 25.758 New
Ordinary Shares (rounded down to the nearest New Ordinary Share)
in respect of their shareholding.
The New Ordinary Shares will rank pari passu with the existing
Ordinary Shares.
The Board of ingenta and certain other shareholders have
irrevocably undertaken to accept the Offer in respect of their
aggregate shareholdings of 1,227,254 ingenta Shares, representing
approximately 90.5 per cent. of ingenta's existing share capital.
Financial Effects of the Acquisition and Placing
Following the Acquisition and the Placing the enlarged entity is
expected to have pro forma net cash balances of some £12.5
million.
The directors expect to utilise these cash balances to invest
further in technology development and marketing to continue to
stimulate the company's growth and to take advantage of
acquisition opportunities as they arise.
Details of the Placing
The Company proposes to raise approximately £3 million by way of
an issue of 1.07m New Ordinary Shares at 280p per share.
The Placing is conditional, inter alia, on (i) the passing of the
resolutions set out in the notice of EGM, (ii) the completion of
the acquisition of ingenta (iii) the Placing Agreement becoming
unconditional in all respects and (iv) the New Ordinary Shares
being admitted to trading on AIM. The Placing is fully
underwritten by Albert E Sharp Securities.
The New Ordinary Shares will rank pari passu with the existing
Ordinary Shares save that the New Ordinary Shares will not rank
for the proposed Delyn second interim dividend payable in respect
of the financial year ended 31 March 2000. The Placing Shares and
the Consideration Shares are expected to be admitted to trading on
AIM on 26 May 2000.
Suspension of Dealings and Re-admission
Following the Company's announcement on 10 March 2000 that it was
in negotiations for a significant acquisition, the existing
Ordinary Shares were suspended from trading on AIM. Following the
publication of this document, it is expected that trading of the
existing Ordinary Shares on AIM will recommence tomorrow. A
further suspension of trading of the existing Ordinary Shares on
AIM may be sought on 22 May 2000, the date of the EGM, pending
approval of the Acquisition at the EGM and Re-admission.
Application will be made by the Company for the existing Ordinary
Shares to be re-admitted to AIM and for the New Ordinary Shares to
be admitted to AIM. Trading in the New Ordinary Shares is expected
to commence on 26 May 2000. If the Acquisition and the Placing are
not completed, only the existing Ordinary Shares will be re-
admitted to AIM, in accordance with the AIM Rules, following the
EGM.
For further information please contact:
ingenta Ltd www.ingenta.com
Martyn Rose, Chairman 0207 408 0792
Mark Rowse, Chief Executive 01225 826273
Delyn Group plc 020 7834 8060
Guy Naggar, Chairman 0498 755 444
Albert E Sharp Securities 0207 489 4608
Guy Peters
Ludgate Communications 0207 253 2252
Edward Macquisten