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

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