Ninth Floor (The) PLC
10 May 2001
The Ninth Floor plc ('Ninth Floor' or 'the Company')
Proposed Open Offer, Acquisition of Applied Infrastructure Management Services
Limited and its subsidiaries and Notice of Extraordinary General Meeting
10 May 2001
Ninth Floor, which last year sold its Silver Shield windscreens business, has
announced today a major acquisition to reposition itself as a provider of
Intelligent Managed Services to property and infrastructure managers.
Applied Infrastructure Management Services Limited and its subsidiaries,
Professional IT Management Services Limited and Applied Business Services
Consulting Limited ('AIMS') have been conditionally acquired for an initial
consideration of £3.6 million, to be satisfied by £1.5 million cash and the
balance by the issue of 28 million new Ordinary Shares to the vendors of AIMS.
Deferred consideration of up to £5 million is payable if profit before tax of
AIMS for the year ended 31 May 2002 exceeds £2 million.
The Company is also pleased to announce an Open Offer of new shares on the
basis of 1 new share for every existing 2 shares at a price of 4 pence per
The net proceeds will be used towards the £1.5 million initial cash
consideration, the balance coming from existing cash resources.
AIMS, recorded a pre-tax profit of £214,000 on turnover of £553,000 in the
five months ended 31 January 2001.
AIMS is a specialist consultancy advising on and delivering computer
technology infrastructure and IT operational expertise principally to the
telecoms and financial services sector. AIMS currently employs nine permanent
principal consultants each running their own sub-contract team of technical
Completed projects include the design and completion of the Cahoot contact
centre, Cahoot being the Internet bank subsidiary of Abbey National plc and
the management of the implementation of the technical contact centre for the
USA's leading credit card issuer, Providian.
Neil McClure, Chief Executive of Ninth Floor, said: 'At the time of our
acquisition of leading security specialist Farsight Surveillance, in April
2000, we stated our intention of repositioning the Group as a provider of IT
led services to property and infrastructure managers in major corporations.
The acquisition of AIMS marks a major step forward in delivering this
strategy. We believe that there will be significant synergies between Farsight
and AIMS and we will also be considering other acquisitions in due course.'
Subsequent to completion of the AIMS acquisition, which is conditional upon
shareholders approval at an EGM to be held on 5 June 2001, Alan Wix will move
to join the Group in a full time capacity. At this time Alan Wix and Neil
McClure will move to become Joint Chairmen and Chief Executives of the
The Open Offer
Ninth Floor plans to raise approximately £1 Million (before expenses) by means
of an Open Offer of 24,693,809 Open Offer Shares at 4p per share. The Open
Offer has been fully underwritten by Seymour Pierce Limited.
Under the Open Offer, Qualifying Shareholders will be invited to apply for
Open Offer Shares at the price of 4p per share, payable in full in cash on
application on the basis of
1 Open Offer Share for every 2 Existing Shares
regsitered in their name at the close of business on the Record Date (2 May
2001). Entitlements of Qualifying Shareholders will be rounded down to the
nearest whole number of Open Offer Shares. Any resulting fractional
entitlements of Qualifying Shareholders will not allocated pursuant to the
Open Offer but will be aggregated and sold by Seymour Pierce Limited pursuant
to the Underwriting Agreement for the benefit of the Company.
Qualifying Shareholders may also apply for additional Open Offer Shares using
the excess application facility.
Application Forms are personal to shareholders and may not be transferred
except to satisfy bona fide market claims.
Application will be made to the London Stock Exchange for the new ordinary
shares to be admitted and the existing shares to be re-admitted to trading on
the Alternative Investment Market and dealings are expected to commence on 6
June 2001. The new ordinary shares will rank pari passu with the existing
ordinary shares of the Company.
Extraordinary General Meeting ('EGM')
The EGM of Shareholders of the Company has been convened to be held at Nabarro
Nathanson, Lacon House, Theobalds Lane, London WC1X 8RW at 12 noon on 5 June
2001. At the EGM resolutions will be proposed for the following purposes:
(a) to approve the Acquisition and the waiver of the obligation of the Vendors
to make a mandatory offer under the rules of the City Code;
(b) to sub-divide each of the Existing Shares into 1 ordinary share of 1p each
and 9 deferred shares of 1p each;
(c) to sub-divide each of the existing unissued ordinary shares of 10p each
into 10 ordinary shares of 1p each;
(d) to confer on the Directors authority under Section 80 of the Act to allot
shares up to an aggregate amount of £2,200,000; and
(e) to disapply the pre-emption provisions of Section 89 of the Act up to an
aggregate amount of £450,000.
Copies of Admission Document
Copies of the document regarding the Open Offer have been sent to shareholders
and will be available to the public until 6 July 2001 from the offices of
Seymour Pierce Limited, 29/30 Cornhill, London EC3V 3NF.
Timetable of Principal Events
Record date for the Open Offer 2 May 2001
Posting of Admission Document and Application Forms 10 May 2001
Latest time and date of splitting of Application Forms to
satisfy bona fide market claims 3.00p.m. on 30 May 2001
Latest time and date for receipt of Application Forms
And payment in full under the Open Offer 3.00p.m. on 1 June 2001
Latest time and date for receipt of Forms of Proxy 12 noon on 3 June 2001
Extraordinary General Meeting 12 noon on 5 June 2001
Dealings in new ordinary shares expected to commence 6 June 2001
CREST accounts credited by 6 June 2001
Despatch of definitive share certificates by 20 June 2001
For further information please contact:
The Ninth Floor plc
Neil McClure 020 7643 5300
Seymour Pierce Limited
John Depasquale/Jeremy Porter 020 7648 8700
James Bendall 020 7601 1066