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Intellego (ARGP)

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Tuesday 03 May, 2011

Intellego

Acquisition and Directorate Change








For immediate release                                        3 May 2011

                             Intellego Holdings plc
                         ('Intellego' or 'the Company')

                       ACQUISITION and DIRECTORATE CHANGE

The Board of Intellego, the AIM traded regulatory and compliance focused,
digital learning business, is delighted to announce it has acquired PIXELearning
Limited ('PIXEL'), a gamification, or serious games and immersive learning
simulations company from Milamber Investments Limited.

'Gamification', the process of applying serious gaming techniques to the
workplace, is set to become a mainstream approach in large organisations,
according to analyst firm Gartner as more than 70% of the Global 2,000 will use
'gamification' or serious games for at least one aspect of their organisation by
2014.

PIXEL established in 2003, has developed and owns proprietary technology called
'Learning Beans' which is used in-house to rapidly create 'rich' engaging and
effective immersive learning simulations.

Recently, PIXEL has developed a library of 'Off the Shelf' products such as The
Business Game, The Finance Game, The Entrepreneurship Game and the
internationally acclaimed Diversity game called 'Makrini'.

PIXEL's annual revenues have historically been from bespoke projects, with
highest revenues of £527,279 in the year to 28 February 2009.  In the year to
28 February 2011 PIXEL had revenues of £208,274 and an EBITDA loss of £57,000
and net liabilities of £32,000.  PIXEL is moving increasingly to a business
model focussed on selling 'off the shelf' library products via subscription and
pay as you go revenue generation models.  It has distribution arrangements in
place in the UK and USA.  The Directors believe that Intellego's established
corporate client base will accelerate sales in the UK market.

PIXEL sells to a range of large corporations in the UK and North America and its
customer list includes a major oil company, manufacturer of computers and
related products as well as consultancy and accounting practices.

The initial consideration is £160,000, to be satisfied by the issue of
40,000,000 new ordinary shares at a price of 0.4 pence per share ("the New
Ordinary Shares") with further issues dependent on performance after the end of
the year to 28 February 2012 and 2013.  The maximum total consideration is
£1,100,000 to be satisfied in each case by the issue of new Ordinary Shares at
0.5 pence per share.

Application will be made for the New Ordinary Shares, which will rank pari passu
with all existing ordinary shares, to be admitted to trading on AIM.
 Admission is expected on or around 9 May 2011.   Following Admission, the
enlarged share capital of the Company will be 431,446,682.

At completion Andy Hasoon, a director of PIXELearning Ltd, will be appointed an
executive director of Intellego.  Andy Hasoon, 39 has been involved in training
since 1994, in 1999 he set up Courseleader.com, a business which specialised in
IT training and in 2003 founded 50 Lessons, which was acquired by Skillsoft.com
in 2011.

Andy Hasoon said 'There is considerable opportunity to grow both the PIXEL and
Intellego businesses organically and through M&A activities.  The elearning
market is highly fragmented and I have been invited on to the Intellego Board to
help execute that strategy.'

Commenting Angus Forrest, Chairman of Intellego, said ' This acquisition will
advance Intellego's development as a top end digital learning business
differentiating its offering from competitors , introducing new customer
opportunities and generating income from the company's own intellectual
property.

We are pleased Andy Hasoon is joining the Board, as he will increase the
Company's experience and contacts within the learning sector.

We are reviewing other acquisition opportunities and if we are able to agree
terms expect to make further announcements in the next six months.'

New director

Andrew (Andy) Saad Mawfek Hasoon is 39.  He has held the following directorships
in companies or partnerships in the past five years:

Current
Milamber Group Limited
Milamber Investments Limited
Milamber Limited
Milamber Digital Limited
Milamber Media Limited
Vivoly Limited
PIXELearning Limited
The Serious Sales Games Limited

Past:
Soundbridge Group Limited
Soundbridge (UK) Limited
Soundbridge Media Limited
Escrow 150812 Limited
Fifty Lessons Limited
Fifty Lessons (North America Distribution) Limited
LES50NS Limited
LES50NS (Productions) Limited
LES50NS (North America) Limited
LES50NS (Intellectual) Limited
LES50NS (North America Distribution) Limited
NetMedia Digital Media research and Practice Limited
Milamber Consulting Limited
WeWin Media Limited
Global Professional Publishing Limited

Soundbridge Asia Limited
Insight Learning Media Limited
Soundbridge International Inc
Soundbridge US LLC
Truman Company Inc
50 Lessons LLC

The following two companies were put into administration within two years of Mr
Hasoon resigning as a director:
IHD (2001) Limited from which he resigned in April 2002 and which went into
creditors voluntary liquidation in September 2002; and CourseLeader UK Limited,
where he ceased to be a director from June 2001 and which went into creditors
voluntary liquidation in May 2002.   Both companies are now dissolved.


No other disclosures are required under the AIM rules.

As a result of the acquisition the parent company of Milamber Investments Ltd,
Milamber Group Limited, in which Andy Hasoon owns 30% of the ordinary shares,
will hold 40,000,000 Ordinary Shares, representing 9.2 % of the Company's
enlarged share capital.

Andy Hasoon has agreed to provide his services as follows:  under a service
agreement between the Company and himself he will serve as a Corporate Strategy
Director for a minimum of 7.5 hours a week, with six month's written notice at a
basic salary of £15,000 per annum; and under a consultancy agreement between the
Company and Millamber Investments Limited he will provide services to include
the provision of strategic direction, tactical planning, and digital learning
product for a minimum of twenty nine and a half hours a week, with six month's
written notice, for a fee of £60,000 per annum exclusive of VAT.

For further information:

Intellego Holdings plc
Angus Forrest
Tel. 020 8977 8744

Beaumont Cornish Limited
Roland Cornish
Tel. 020 7628 3396

Rivington Street Corporate Finance Limited
Jon Levinson
Tel. 020 7562 3357


About Intellego

Intellego specialises in the provision of productivity improvement, compliance
and process change using training to provide the solutions.  Focus areas include
published and bespoke elearning and training for retail, pharmaceutical and
financial services industries.

Gartner release:
https:www.gartner.com/it/page.jsp?id=1629214






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(i) the releases contained herein are protected by copyright and 
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(ii) they are solely responsible for the content, accuracy and 
     originality of the information contained therein. 
    
Source: Intellego via Thomson Reuters ONE

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