Offer for Vista

Ingenta PLC
02 February 2007


'These materials are not for distribution in, and should not be distributed in
or sent into, the United States, Canada, Australia or Japan. These materials do
not contain or constitute an offer of securities for sale or an invitation or
offer to the public or form of application to subscribe for securities.

The securities referred to in this document have not been and will not be
registered under the US Securities Act of 1933, as amended (the Securities Act),
and may not be offered or sold in the United States unless registered under the
Securities Act or pursuant to an exemption from such registration. No public
offering of securities is being made in the United States.'


                VISTA to join forces with AIM-listed Ingenta plc
                     to create Publishing Technology plc


Ingenta, the AIM listed technology supplier to the publishing and information
industries, is to join forces with VISTA, a specialist supplier of software
solutions to the publishing sector.


Key points


  • Consideration comprises 260 million new Ingenta shares and £2 million
    convertible loan notes;

  • Associated fundraising of 150 million new Ingenta shares to raise £1.5
    million (before expenses);

  • Enlarged Group will be renamed 'Publishing Technology plc';

  • Strengthening of Ingenta's management with the integration of VISTA's
    management team;

  • George Lossius, VISTA CEO, will be the Enlarged Group's CEO; and

  • Enlarged Group will benefit from achieving critical mass in terms of range
    of products and services, cross-selling and significant cost savings.


Introduction

Ingenta plc, the technology supplier that connects the publishing and
information industries, today announces that it has conditionally agreed to
acquire VISTA, a specialist supplier of software solutions to the publishing
sector to create a new company, Publishing Technology plc.



Due to the size of VISTA, the Acquisition is conditional upon approval of
Shareholders at the EGM. The Acquisition comprises both the purchase of the
entire issued share capital of VISTA and the purchase of all outstanding VISTA
Loan Notes on Admission. The consideration for the Acquisition is to be
satisfied by the issue to the Vendors of a total of 260,000,000 Consideration
Shares and the issue to the Trustees (pursuant to the Loan Note Sale Agreement)
of the £2 million New Loan Notes. At the Subscription Price, the Consideration
Shares would be valued at approximately £2.6 million. In conjunction with the
Acquisition, a further 150,000,000 New Ordinary Shares are being issued at the
Subscription Price pursuant to the Fundraising, to finance the costs of the
Proposals and provide working capital for the Enlarged Group. Immediately
following Completion and Admission the Enlarged Group's market capitalisation
(at the Subscription Price) will be £5.96 million.



The 150,000,000 New Ordinary Shares to be issued pursuant to the Proposals will
represent approximately 25.2  per cent. of the Enlarged Share Capital of which
the Consideration Shares will represent approximately 43.6 per cent. of the
Enlarged Share Capital. The issue of the Consideration Shares will result in the
Vendors (who together with Martyn Rose will be beneficially interested in the
Consideration Shares to be allotted to the Trustees and who together comprise
the Concert Party) holding more than 30 per cent. of the Enlarged Share Capital
and the approval of the Independent Shareholders is being sought to waive the
requirements of Rule 9 of the City Code, which would otherwise require the
Concert Party to make an offer for the Enlarged Share Capital.


It is also proposed that conditionally on the Acquisition completing the name of
the Company be changed to Publishing Technology plc.


Background to and reasons for the Acquisition

The new company will benefit from the strengths of the combination of Ingenta
and VISTA, which are:


•   providing opportunities to increase sales through cross-selling, 
    particularly through VISTA's ability to sell the ICD products into its 
    existing marketplace

•   strengthening the management team of Ingenta by integration of the VISTA 
    management team

•   creating critical mass both in terms of the range of products and services 
    as well as the scale of the combined businesses

•   obtaining cost savings from synergies and from reduction of duplicated
    functions


The Directors and Proposed Directors believe that there are significant cost
synergies to be achieved from the reduction of the central or group functions
such as human resources, finance, IT support and product development and, to a
lesser extent, from some synergies and savings in the service delivery teams.


Information on VISTA

The summarised trading record of the VISTA Group, extracted from the financial
information on the VISTA Group set out in the Circular to shareholders
despatched today is set out below:


Year ended 30 June                                                        2004           2005         2006
                                                                         £'000          £'000        £'000

Turnover                                                                 9,664         11,102       10,772

Operating profit/(loss)                                                    146            365        (284)

Loss on ordinary activities before taxation                              (315)           (69)        (711)

Loss before taxation above is stated after charging the                  (728)          (729)      (1,081)
following amounts relating to redundancy costs, amortisation of
goodwill, and interest payable and similar charges (other than
interest on bank loans)


Fundraising

In order to finance the costs of the Proposals and to provide working capital,
the Company has conditionally agreed to issue 60,750,000 New Ordinary Shares to
investors and 89,250,000 New Ordinary Shares to the Subscribers, all at the
Subscription Price to raise a total of £1,500,000.


The New Ordinary Shares are not being offered to all shareholders on a pro rata
basis as to do so would impose an obligation on the Company to issue a
prospectus which would significantly increase the time and costs expended by the
Company. Moreover, for many Shareholders the number of Ordinary Shares for which
they would be entitled to subscribe on a pro-rata basis would be small in terms
of monetary value. Accordingly, the New Ordinary Shares are only being offered
to a limited number of institutional shareholders and to the Subscribers.


The Company has also entered into an overdraft facility with Royal Bank of
Scotland PLC conditional (inter alia) on Completion and Admission pursuant to
which it will provide an on-demand overdraft facility of £1.1 million for
working capital of the Enlarged Group which will be secured over the assets of
the Enlarged Group.


The Consideration Shares represent 43.6 per cent. of the Enlarged Share Capital
and will, when issued, rank pari passu in all respects with the other Ordinary
Shares then in issue, including all rights to all dividends and other
distributions declared, made or paid following Admission. Certain of the Vendors
have, as mentioned below, agreed to restrictions on their disposing of their
Consideration Shares.


Pursuant to the terms of the Loan Note Sale Agreement, the Trustees have agreed
to sell £2,000,000 nominal value of Vista Loan Notes to the Company, in
consideration for the issue to the Trustees of the New Loan Notes. The Loan Note
Sale Agreement is conditional upon completion of the Acquisition Agreement and
Admission.


Application has been made to the London Stock Exchange for admission of the
Enlarged Share Capital to trading on AIM. It is expected that Admission will
become effective and that trading in the Enlarged Share Capital will commence on
28 February 2007.


Related party issues

Martyn Rose is a director and non-executive Chairman of both the Company and
Vista. Mr Rose's interest in Vista shares is currently held through Trustees, of
whom he is one, as trustees of the MR Settlement. Martyn Rose is the beneficiary
of the MR Settlement and is therefore deemed to be beneficially interested in
any assets held by the Trustees.


Martyn Rose's involvement in Vista commenced in December 2005 when, as part of a
refinancing of the Vista Group (involving the buy-out of 3i Group plc's interest
in the Vista Group) the Trustees advanced £2,400,000 to Vista under the terms of
the Vista Loan Notes and he was simultaneously appointed a director and
non-executive Chairman of Vista.


Current trading

Since 30 June 2006, Ingenta has made progress in improving operating margins and
developing business from existing and new clients in its PCG and IngentaConnect
divisions. However, as indicated in the announcement of the interim results on
29 September 2006, sales shortfalls in the ICD division, continued write off of
product development costs and high levels of central overheads have continued in
the second half.


Since 30 June 2006, Vista has traded ahead of expectations in terms of business
gains and operating margins. Operating profits for the six month period to 31
December 2006 are expected to exceed those of the same period in 2005.


Prospects

The Directors are confident that there will be considerable opportunities for
the Enlarged Group to increase revenues across its core business streams in
particular from cross selling from the Enlarged Group's expanded suite of
services. It is also expected that the Enlarged Group will considerably improve
its group financial performance in the current financial year from already
identified cost savings.



These savings are expected partly from reduction in duplicated functions and
partly from efficiencies created by the Acquisition. The Directors anticipate
that the Enlarged Group will benefit from the high degree of visibility provided
by continuous revenue streams generated by renewable annual contracts.


The anticipated increased financial strength and scale resulting from the
Acquisition will position the Enlarged Group as an attractive entity to lead the
consolidation opportunities that exist within the markets in which it operates.
Indeed, the Directors have already identified a number of potential
complementary acquisitions and will seek to bring these to fruition during the
course of this year.



Recommendations

Given the extent of his interests in the Proposals and that Martyn Rose is a
related party for the purposes of the AIM Rules, Martyn Rose has not
participated in the Board's deliberations with regard to the Proposals. The
Independent Directors, who have been so advised by Collins Stewart, consider
that the Proposals are in the best interests of the Company and Shareholders as
a whole and that the terms of the Proposals (having regard to the related
parties issues involved) are fair and reasonable insofar as the Shareholders are
concerned. In providing advice to the Independent Directors, Collins Stewart has
taken into account the Independent Directors' commercial assessments.
Accordingly, the Independent Directors recommend that shareholders vote in
favour of the Resolutions to be proposed at the Extraordinary General Meeting,
as they have irrevocably undertaken to do in respect of their own shareholdings,
which in aggregate amount to 9.6 per cent. of the Existing Ordinary Shares.



                                     -ENDS-


For further information please contact:

Richard Evans/Tom Nutt

The Communication Group plc

Tel: [phone]

[e-mail]



Notes to editors


New board:


Martyn Rose , aged 58 (Non-Executive Chairman)


Martyn brings considerable entrepreneurial and management expertise to the Group
and has been closely involved as an active investor in a wide range of
companies. He qualified as a barrister before forming a corporate finance
boutique involved in restructuring and refinancing smaller companies in 1975.
Martyn became chairman of his first listed company at the age of 34 and has been
chairman of over 20 public and private companies since then.


Successes include being the founder and chairman of a commercial radio group
sold to the forerunner of Gcap, where shareholders increased their investment
twelve-fold in eight years, and more recently the sale of his soft drinks
manufacturing business where once again he was founder and chairman, and which
he and his partner sold for £75 million in 2005 representing a 230 times return
on their investment.


Martyn was short listed for the Non Executive Director of the Year Award in the
first National Business Awards in 2002 and has been invited to judge The
Entrepreneur of the Year Award category in 2004, 2005, and 2006.


George Lossius, aged 44 (Chief Executive)


George has been involved with VISTA for almost 20 years, holding executive
positions in France, the United Kingdom and the United States. As CEO of VISTA,
in addition to the responsibilities of overall corporate management and
strategic direction of the VISTA Group, George oversees VISTA's technology
investments in new products, services and VISTA's expansion of offshore
initiatives. Prior to taking up his current position in April 2006, George was
the Managing Director of Applications and Technology within the VISTA Group,
overseeing all aspects of the direction and development of VISTA's applications
and offshore services. During his tenure with VISTA, George has also held
positions as the CEO of VISTA North America, and CEO of VISTA France, as well as
various project management, sales and technical positions. Before joining VISTA,
George worked for Unilever at Thames Group Ltd, and in the mid 1990s was also
the founder and publisher of an electronic sports newsletter. George is a member
of the Book Industry Study Group's Executive Board.


Simon Dessain, aged 50 (Chief Operating Officer)

As Chief Executive of Ingenta, Simon has had responsibility for leading the
business globally. Prior to being appointed Chief Executive in 2004, Simon held
the position of Chief Operating Officer for two years. He joined Ingenta from
Cincom Systems, a large software vendor, where he worked for 14 years. His final
role with Cincom was Managing Director for North America and Europe for their iD
Solutions division for two years, having previously been Director of European
Sales. Simon worked for IBM Australia before joining Cincom.


Alan Moug, aged 40 (Chief Financial Officer)


Alan Moug joined VISTA in 2003 as Chief Financial Officer with jurisdiction over
finance, human resources and administration for the VISTA Group internationally.
Prior to his move to VISTA, Alan held a number of senior positions within
Intershop AG, a global provider of e-commerce software and solutions, including
CFO of Intershop Communications Inc. in San Francisco, California. Alan has also
been the Corporate Reporting Manager for ICI plc and Finance & IT Manager for
ICI Explosives Europe. Alan began his career as a Chartered Accountant with
Coopers & Lybrand in Scotland after graduating from Glasgow University with a
Bachelor of Accountancy degree.


Mark Rowse, aged 46 (Non-Executive Director)


Mark founded Ingenta in 1998 and was CEO of the Company for six years until
2004, when he became a Non-Executive Director. He began his career at NM
Rothschild in 1981, and since 1987 has been involved in a wide range of start-up
and early stage businesses. Since stepping down as CEO of Ingenta, Mark has been
developing a number of other business interests in the software and content
industries and is currently a Non-executive Director of a number of companies.


Ward Shaw, aged 60 (Non-Executive Director)

Ward is based in the USA and has been a Non-Executive Director of the Company
since 2000. Ward was founder, Chairman and CEO of CARL Corp from 1988 to 1999.



                      This information is provided by RNS
            The company news service from the London Stock Exchange