ILX Group PLC Issue of Equity, Notice of General Meeting (0433J)
01 August 2012 - 9:00PM
UK Regulatory
TIDMILX
RNS Number : 0433J
ILX Group PLC
01 August 2012
ILX Group PLC
("ILX" or "the Group" or "the Company")
Issue of Equity
Notice of General Meeting
New Director
ILX Group plc (AiM: ILX), the AIM quoted provider of e-learning
software and business training, is pleased to announce that the
Company has entered into an investment agreement with Praxis
Trustees Limited, a subsidiary of the Praxis Group, ("Praxis
Trustees") for the subscription by Praxis Trustees in two tranches
of, in aggregate, 11,940,000 new ordinary shares of 10 pence each
("Ordinary Shares") at a price of 10 pence per Ordinary Share,
representing 29.90 per cent. of the Enlarged Issued Share Capital.
Praxis Trustees provides trustee services for numerous Guernsey
trusts and for a wide international client base. Praxis Trustees is
making the Investment as trustee of the DNY Trust.
Pursuant to the investment agreement Praxis Trustees has today
subscribed for, and the Company has today issued, the first tranche
of 4,050,000 new Ordinary Shares. Application has been made for the
first tranche of Ordinary Shares to be admitted to trading on AIM
("Admission"). Admission is expected to take place at 8.00 a.m. on
6 August 2012. Following Admission, the Company will have
31,643,376 Ordinary Shares in issue and Praxis Trustees will hold
12.8 per cent. of the issued share capital. The subscription by
Praxis Trustees for the second tranche of 7,890,000 new Ordinary
Shares is conditional on the passing of resolutions to authorise
the directors to issue and allot, and to disapply statutory
pre-emption rights in respect of, such shares at a General Meeting
to be held on 21 August 2012 (the "Resolutions").
Ken Scott, the Company's chief executive, has also agreed to
subscribe for 400,000 new Ordinary Shares at a price of 10 pence
per Ordinary Share ("New Director Shares"). The subscription by Mr
Scott for the New Director Shares is also subject to the passing of
the Resolutions at the General Meeting. The issue of the New
Director Shares will result in Ken Scott holding, in aggregate,
818,062 Ordinary Shares, representing 2.05 per cent. of the
Enlarged Issued Share Capital.
The purpose of the investment by Praxis Trustees is to reduce
the Group's bank debt and to ensure the Group has funds to continue
with its strategy of international growth. The Company intends to
utilise GBP500,000 from the proceeds of the Investment to repay
bank debt, with the remaining funds being used for working capital.
The Company's bankers, HSBC, have agreed, subject to the conditions
to the Investment Agreement being satisfied and the Resolutions
being passed at the General Meeting, to waive breaches of the
Group's banking covenants prior to the Investment.
New Director
Following the issue of the second tranche of Shares to Praxis
Trustees, Wayne Bos will join the Board as Executive Chairman. Paul
Lever will remain on the Board as a non-executive Director.
Wayne Bos has over 20 years' experience managing and investing
in business over a wide range of sectors, with particular expertise
in the software and technology sector. His career includes 3 years
as Chief Executive of Sausage Software, an Australian public
company, which he grew to a market capitalisation of A$2.5bn in
2001, and President and CEO of Natrol, a Nasdaq listed
Nutraceutical company, sold to Plethico, an Indian public company,
in 2008. In the last four years, he has made several public and
private company investments.
Wayne Bos is a discretionary beneficiary of the DNY Trust.
Disclosure in respect of Wayne Bos pursuant to Schedule 2,
paragraph (g) of the AIM Rules for Companies will be made in the
announcement of his appointment.
Related Party Transaction
The issue of the second tranche of Ordinary Shares to Praxis
Trustees and the New Director Shares (together the "New Shares")is
classified as a related party transaction for the purposes of the
AIM Rules by virtue of Ken Scott being a director of the Company
and Praxis Trustees being a substantial shareholder, as defined in
the AIM Rules, in the Company. The Independent Directors, having
consulted with finnCap, as Nominated Adviser to the Company,
consider the terms of issue of the New Shares to be fair and
reasonable insofar as the Shareholders are concerned. In providing
advice to the Independent Directors, finnCap has taken into account
the Independent Directors' commercial assessments of this related
party transaction.
Ken Scott, Chief Executive, ILX Group plc, commented:
"We look forward to welcoming Wayne Bos to the Board of ILX. His
knowledge and experience will be of great benefit to the Group and
the Board look forward to working with him to develop ILX's
worldwide potential. The investment by Praxis Trustees will also
help in this regard and furthermore will reduce the Group's
gearing."
Annual Report for the year ended 31 March 2012
The Annual Report for the year ended 31 March 2012 will be
published and sent to shareholders following the General Meeting on
21 August 2012.
A circular providing more details about the investment and
giving notice of a General Meeting will be shortly be sent to
shareholders. Words and expressions defined in the circular shall,
unless the context provides otherwise, have the same meanings in
this announcement.
For more information:
ILX Group plc 020 7751 7100
Ken Scott, Chief Executive
FinnCap 020 7600 1658
Marc Young/ Charlotte Stranner
Lothbury Financial Services Limited 020 7868 2010
Michael Padley / Chris Roberts
This information is provided by RNS
The company news service from the London Stock Exchange
END
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