REG - IPPlus PLC - Disposal - Replacement <Origin Href="QuoteRef">IPPL.L</Origin>
12/09/2016 07:06
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RNS Number : 4920J
IPPlus PLC
12 September 2016
12 September 2016
The following announcement replaces RNS 3801J issued at 7.00am on 9 September
2016 to amend for missing parentheses on the Group's operating loss for the
year to 30 June 2015, in the table in section 4 of the Letter to Shareholders.
The announcement is reproduced in full below including this amendment.
The Circular will be posted to Shareholders today as previously indicated.
IPPLUS PLC
("IPPLUS", the "Company" or the "Group")
Proposed Disposal of IPPlus (UK) Limited and CallScripter Limited and
Notice of General Meeting
IPPLUS PLC (AIM: IPP), the customer engagement specialist focussed on
telephony and secure payment solutions, is pleased to announce the proposed
disposal of IPPlus (UK) Limited and CallScripter Limited for an aggregate
consideration of £6.7 million (the "Disposal").
Summary Highlights:
· Conditional agreement to sell the Ansaback call centre and CallScripter
businesses of the Group to Direct Response Contact Centres Group Limited
· £3.75 million of the consideration will be paid on completion and the
balance received in the form of Loan Notes, to be repaid over 42 months post
completion
· Sale and leaseback of the Group's property generating further net cash
to the Group of c. £0.8 million
· Expected £4.8 million net cash position (including existing Group
resources) at completion
· Proposed special dividend of £1 million to shareholders on completion of
the Disposal; further announcements will be made following completion
· Proposed change of Group name to PCI-PAL Plc on completion of the
Disposal, to reflect the renewed focus of the Group focussing on its secure
payments solutions business, PCI PAL
· Focus on pursuing the significant potential in secure payment solutions
and the data security market, as evidenced by recent contract wins and growing
transaction volumes
· The Company will today send a circular to shareholders convening a
General Meeting to approve the transaction, which constitutes a fundamental
disposal under the AIM Rules, and to approve the change of name
· A General Meeting is expected to take place at 10 a.m. on 30 September
2016, at the London offices of Shepherd and Wedderburn LLP (details below)
(the "GM"), with completion expected shortly thereafter
· Irrevocable commitments to vote in favour of the GM resolutions received
from holders of over 50% of the total voting rights including members of the
Board
Commenting on the transaction and the renewed focus of the Group, Chief
Executive Officer of IPPlus, William Catchpole said:
"The opportunity to focus fully on PCI-PAL and the high growth market for
secure payment solutions is a natural step for the business given the appetite
that we are seeing in the market. Existing clients include major global
brands spanning the retail, service, and financial services sectors and the
business is enjoying a strong rise in transaction volumes.
"The FinTech sector is being shaped by those with first mover advantage. As a
result of this sale, the Group will soon be renamed PCI-PAL to reflect the
renewed focus and will be well funded to pursue the growth opportunity."
This announcement contains inside information for the purposes of Article 7 of
Regulation 596/2014 (MAR). Unless otherwise indicated, capitalised terms in
this announcement have the same definition as in the circular being sent to
Shareholders.
Shareholders should read the circular being sent to them in full. A copy of
the Letter to Shareholders being included within the circular is reproduced in
below without material adjustment.
For further details, please contact: IPPlus plc
William Catchpole - Chief Executive Officer Via Walbrook PR N+1 Singer(Nomad & Broker)
Aubrey Powell +44 (0) 20 7496 3000 Walbrook PR Tom Cooper / Paul Vann +44 (0) 20 7933 8780+44 (0) 797 122 1972tom.cooper@walbrookpr.com
For further details, please contact:
IPPlus plc Via Walbrook PR
William Catchpole - Chief Executive Officer
N+1 Singer(Nomad & Broker) +44 (0) 20 7496 3000
Aubrey Powell
Walbrook PR Tom Cooper / Paul Vann +44 (0) 20 7933 8780+44 (0) 797 122 1972tom.cooper@walbrookpr.com
About IPPlus plc
The Group currently has two principal businesses namely Ansaback, which
includes PCI-PAL, and CallScripter.
Ansaback is a 24 hours a day, seven days a week bureau telephony service
providing overflow and out-of-hours call handling, emergency cover, dedicated
phone resources, as well as disaster recovery lines and facilities, and other
ancillary telecommunication services.
PCI-PAL provides products and services that enable organisations to securely
take customer payments, safely store customer data, in particular credit card
data, and to de-risk their business activities from the threat of data loss
and cybercrime.
CallScripter is an enhanced customer interaction management (CIM) software
suite specifically developed for contact centres, telesales and telemarketing
operations. UK and international clients gain major benefits by introducing
CallScripter's dynamic scripting environment into their organisation as the
software facilitates the rapid set-up, handling and reporting of sophisticated
inbound, outbound and e-mail campaigns. International delivery is handled
through multi-channel partners.
The proposed Disposal will result in the Continuing Group focussing on PCI-PAL
and investing the net proceeds of sale in development of that business.
LETTER FROM THE CHAIRMAN
Dear Shareholder,
Proposed Disposal of IPPlus (UK) Limited and CallScripter Limited
and Notice of General Meeting
1. Introduction
The Company announced on 9 September 2016 that it has entered into a
conditional agreement to sell its call centre and software businesses to
Direct Response Contact Centres Group Limited for an aggregate consideration
of £6,700,000.
In preparation for the Disposal, the IP3 Telecom and PCI-PAL credit card
division has been transferred from IPPlus (UK) Limited, which operates the
call centre and software businesses, to PCI-PAL Limited (by way of a business
transfer). PCI-PAL Limited will remain as part of the Continuing Group going
forward.
Upon Completion, the Company proposes to return £1,000,000 of the cash payable
to it by the Purchaser to Shareholders (and a further announcement will be
made as soon as practicable after Completion on the timing of this return of
cash), with the remainder of the net proceeds being used, together with the
Continuing Group's existing cash resources, to finance the working capital of
the Continuing Group.
In light of the above, the Board has resolved, conditional on the passing of
the Disposal Resolution and Completion, to change the name of the Company to
PCI-PAL PLC. Further details on the change of the name of the Company are set
out in section 11 of this letter.
Due to its size, the Disposal constitutes a fundamental change of business of
the Company under Rule 15 of the AIM Rules and accordingly requires the prior
approval of Shareholders in a General Meeting. Accordingly, the Company is
convening the General Meeting to seek Shareholder approval for the Disposal.
The purpose of this document is to provide you with the background to, reasons
for and details of the Disposal, and to provide you with a Notice of General
Meeting of the Company to be held to consider and, if thought fit, to pass the
Resolutions.
This document also explains why the Board considers that the Resolutions
proposed are in the best interests of the Company and the Shareholders as a
whole and why the Board recommends that you vote in favour of the Resolutions.
The Notice convening the General Meeting is set out in the circular.
2. Background to, reasons for and effect of the Disposal
The Group is a diversified technology and business services organisation
serving a number of market sectors including retail, manufacturing, insurance,
charity and export. The Group focuses on three main markets: call centre
services, call centre software and compliant credit card solutions designed to
prevent credit card fraud.
Over the recent past, the PCI-PAL division has been making considerable
progress in developing its offering and now has a number of significant
clients including a major pan-European fitness chain, a market leader in the
European gaming sector, a leading national online estate agency, a global
retail fashion brand and a global furniture brand. The Board has reviewed the
PCI-PAL division to decide how best to develop it and believes that the
division is well placed to scale up within domestic and overseas markets.
However, this will take funding to capitalise on the early mover advantage
that the Board believes the PCI-PAL division possesses.
In the last year the Company has received several approaches for its call
centre division and at the end of 2015 it became apparent that consolidation
was occurring in the call centre industry, with three expressions of interest
received by the Company. The Board believes that the call centre division,
together with the software business, will benefit from being part of a larger
business, particularly given the importance of the division's largest
customer.
The Disposal is to a longstanding business partner which has previously
purchased an existing call centre in Bristol. It already uses CallScripter
software and several mutual clients have arrangements with both the
Purchaser's business and the Target Companies' Business. As such, the staff at
both the Target Companies' offices and the Purchaser's Bristol office already
know each other well. This existing relationship should help facilitate the
transition of the Target Companies to an enlarged group, with both an East
Anglian and West Country presence, and enable the Target Companies to become a
strong player in the outsourced bureau market.
Whilst the Board believes that the Target Companies are high quality
businesses with strong client bases, the Board recognises that the Disposal
represents an opportunity for the Company to realise cash proceeds and move
closer to becoming a pure play 'FinTech' business concentrating on the PCI-PAL
division. This will provide an increased focus from which Shareholders should
ultimately benefit.
The Board reviewed the Purchaser's offer and believes that:
a) following the successful award of various contracts in relation to the
call centre business during 2015-16, the Target Companies' Business is now at
the right stage for its sale to be considered;
b) recent successful contract wins with large UK and international firms by
the PCI-PAL division demonstrate the significant business opportunities
available in its market and accordingly the Company should put its focus and
resource into that growth market; and
c) subject therefore to achieving a suitable sale price for the Target
Companies' Business, Shareholder value would be maximised over the mid to long
term by disposing of the Target Companies' Business, returning part of the
proceeds from the Disposal to Shareholders, and reinvesting the remainder of
the proceeds into the PCI-PAL business.
3. Management changes
William Catchpole, Chief Executive Officer, and Geoffrey Forsyth, Chief
Technical Officer, will remain with the Continuing Group after Completion,
whilst Stuart Gordon, Chief Financial Officer, has decided to transfer with
the Target Companies' Business and, with effect from Completion, has agreed to
resign from the Board.
Upon Completion, the Company also plans to separately announce the appointment
to the Board of Andrew Francombe as Chief Financial Officer, on a part-time
basis, and James Barham as Commercial Director. Details of their service
contracts are set out below. These appointments are also subject to the
satisfactory completion of the necessary regulatory background due diligence
checks by both the Company and N+1 Singer.
Director Notice Period Annual Salary (£)
Andrew Francombe Six months £35,000 (5 days per month)
James Barham Twelve months £95,000
4. Information on the Target Companies' Business
The Target Companies' Business employs approximately 246 full time employed
members of staff.
The Target Companies' Revenue and estimated profit split within the Group at
the end of June 2015 is shown below:
(unaudited)Target Companies (unaudited)Continuing Group (audited)Year End2015
Revenue 5,825,632 661,309 6,486,941
Operating profit/(loss) 409,617 (629,160) (219,543)
Net assets 1,300,000 612,241 1,912,241
Information on the current trading of PCI-PAL, the principal element of the
Continuing Group, is set out in section 10 below.
5. Use of proceeds
After deal related expenses, the initial consideration from the Disposal is
expected to generate net proceeds of approximately £3.8 million, including the
net cash gain from the sale of the Property. The Company proposes to return
£1.0 million of the cash payable to it by the Purchaser at Completion to
Shareholders (and a further announcement will be made as soon as practicable
after Completion on the timing and method of this return of cash). The
remainder of the net proceeds from the Disposal and the sale of the Property
will be used, together with the Group's existing cash resources of c. £1.0
million, to finance the working capital of the Continuing Group. Further
amounts to be received from the redemption of Loan Notes (£3.35 million in
aggregate over 42 months) are also expected to be applied in this manner.
Investment will be made into increasing the sales and marketing
infrastructure, including human resource, and on additional technology
development to complete a scalable cloud-based architecture for the PCI-PAL
suite of solutions, and cash will also be utilised to fund expected operating
losses as the business scales to achieve breakeven.
As the Continuing Group will be trading in the new and much less mature
FinTech arena, the risk profile will change to a higher risk venture when
compared with the more traditional people based call centre activity. The
principal risks are noted in section 7 below.
6. Principal terms of the Disposal
The total consideration for the Disposal receivable by the Company will
comprise:
* £3,350,000 payable in cash on the Completion Date; and
* £3,350,000 satisfied by the execution and delivery on the
Completion Date by the Purchaser of the Loan Note Instrument and Loan Notes
repayable in stages over a 42-month period.
The total consideration amount payable on the Completion Date will be adjusted
by a customary completion accounts mechanism.
The Disposal is conditional upon:
(i) the passing of the Resolutions by Shareholders by the Longstop
Date;
(ii) the warranties given by the Company in the Share Purchase Agreement
being true and accurate in all material respects as at the Completion Date;
(iii) the Company not breaching any material term of the Share Purchase
Agreement requiring to be performed before Completion;
(iv) no order or judgement of any court or governmental, statutory or
regulatory body in the United Kingdom or elsewhere having been issued or made
prior to the Completion Date which has the effect of making the acquisition by
the Purchaser of the Target Companies' Shares unlawful or otherwise
prohibiting the Disposal; and
(v) completion of the sale of the Property and its lease back to IPPlus
(UK) Limited (see further section 8 below).
The Share Purchase Agreement will terminate if the relevant conditions are not
satisfied (or if capable of being waived, waived) by the Longstop Date.
The Company has also given the Purchaser an indemnity capped at £2 million in
relation to any liabilities which the Purchaser or the Target Companies might
suffer as a result of the transfer out of the IP3 Telecom and PCI-PAL credit
card division prior to entering into the Share Purchase Agreement.
Further details of the Disposal and a summary of the principal terms of the
key Disposal documents are set out in the circular.
7. Risks
Principal business risks and uncertainties: The PCI-PAL business has a limited
operating history and, as at the date of this document, the Company has no
distinct financial statements and/or no meaningful historical financial data
upon which prospective investors may base an evaluation of the Continuing
Group. The Company is therefore subject to all of the risks and uncertainties
associated with any new business enterprise including the risk that the
Company will not achieve its investment objectives and that the value of an
investment in the Company could decline and may result in the total loss of
all capital invested.
There can be no assurances that the Continuing Group will successfully develop
or that the resources it has will be suitable for its requirements. The
Continuing Group may require the injection of further capital at a level which
the Company or any third party may consider that it is unable to meet.
The principal risks facing the Target Companies relate broadly to their
intellectual property, technology, the market place and competitive
environment and their dependence on key people.
Intellectual property rights ('IPR'): The Group is reliant on IPR surrounding
its internally generated and licensed-in software. Whilst it relies upon IPR
protections including patents, copyrights, trademarks and contractual
provisions, it may be possible for third parties to obtain and use the Group's
intellectual property without its authorisation. Third parties may also
challenge the validity and/or enforceability of the Group's IPR, although the
Directors do not envisage this risk to be significant. In addition, the
Directors are aware of the supply risk of losing key software partners. As
these are not a significant part of the core products, this would only have a
short-term impact on the Group as it would then seek to identify and then
train staff in alternative products.
Information technology: Data security and business continuity pose inherent
risks for the Group. The Group invests in and keeps under review formal data
security and business continuity policies which are independently audited.
Market place and competition: The sectors in which the Group operates in
and/or routes to market may undergo rapid or unexpected changes or not develop
at a pace in line with Directors' expectations. It is also possible that
competitors will develop similar products; the Group's technology may become
obsolete or less effective; or that consumers use alternative channels of
communications, which may reduce demand for the Group's products and services.
In addition, the Group's success depends upon its ability to develop new, and
enhance existing products, on a timely and cost effective basis, that meet
changing customer requirements and incorporate technological advancements. The
Directors review the market movements, client requirements and competitive
suppliers to ensure that the current portfolio is as required. The Directors
ensure that the team is properly directed, trained and motivated to address
this issue.
Key personnel: The Group depends on the services of its key technical,
operations, sales and management personnel. The loss of the services of any
one or more of these persons could have a material adverse effect on the
Group's business. The Group maintains an active policy to identify, hire,
train, motivate and retain highly skilled personnel in key functions.
8. Property
The Property, along with the benefit of the ancillary leased land, which
contains the call centre, the software division and the back office
departments, has been conditionally sold to a third party, which will then
lease back the Property to IPPlus (UK) Limited on a ten year lease at a market
rent, with a five year break clause.
The sale and leaseback is conditional on the Disposal Resolution being passed
at the General Meeting, and the Purchaser confirming it is willing to proceed
to Completion provided the sale and leaseback occurs. The Property sale and
leaseback completion will occur immediately before the Target Companies'
Completion such that IPPlus (UK) Limited will account for the net proceeds of
approximately £800,000 from the sale. The Target Companies will then be sold
at Completion with the new lease arrangements in place.
The Property was purchased in 2013 for £1,550,000 to provide additional space
for the Group as it grew. The sale and lease back arrangement has been entered
into in order to facilitate the Disposal. As an additional benefit it is
expected that this sale will generate a small profit of £350,000 for the
Company after redemption of the mortgage of £1.1 million and deduction of
fees, expenses and commissions.
9. Information on the Purchaser
The Purchaser's group of companies handles outsourcing of voice, data and
contact centre support for organisations from a wide range of sectors.
10. Information on the Continuing Group
The PCI-PAL business is a business that provides products and services that
help organisations to secure their customers' data, in particular credit card
data, and to de-risk their business activities from the results associated
with data loss and cyber crime. Recent high-profile data breaches have raised
awareness of the reputational impact of such breaches for businesses.
The PCI-PAL business provides a suite of solutions to support clients on the
path to achieving compliance with the Payment Card Industry Data Security
Standard ("PCI DSS"). The leading products of the business are the PCI-PAL
Agent Assist tool and the PCI-PAL Automate services, both of which are secure
payment solutions for contact centres to process customer credit card details
securely and in line with card scheme rules.
The PCI-PAL business was one of the first businesses globally to achieve
compliance with the PCI DSS within a cloud platform. It has a client base
that includes major global brands and other organisations utilising technology
to secure customer data, protect their reputation, and reduce the costs
associated with compliance to global data security requirements.
In addition to contact centre payments and data security, the PCI-PAL business
maintains a client base of general cloud communications services that utilise
a secure cloud environment to ensure high availability, data security, and
intelligent cloud telecommunications services. These services include bespoke
IVR, multi-lingual automation, international numbering, media response
tracking and associated cloud contact centre services.
As announced on 26 August 2016, the PCI-PAL business has benefited from
gaining a number of significant contracts including a major pan-European
fitness chain, a market leader in the European gaming sector, a leading
national online estate agency, a global retail fashion brand and, most
recently, a global furniture brand. Comparing July 2016 with January 2016,
PCI-PAL has seen a 46% increase in transaction volumes.
The Board believes, therefore, that the PCI-PAL business has the potential to
develop in both domestic and international markets, based on it having a
degree of first mover advantage and a brand recognised by the target market
which provides an exciting opportunity. As announced on 26 August 2016, the
current sales pipeline is extremely encouraging and the Board expects to see a
continuing rise in transaction volumes processed through PCI-PAL. The Board is
confident of the good prospects ahead for the business.
The Demerged Business will retain 13 members of staff immediately following
the Disposal.
11. Change of Name
As the Purchaser will be operating the Target Companies' Business under the
IPPlus brand following Completion, the Board has resolved, conditional upon
Completion and the passing of the Name Change Resolution, to change the name
of the Company to PCI-PAL PLC. The share capital of the Company will remain
traded on AIM following Completion. A further announcement will be made in due
course in connection with the change of name becoming effective. Existing
share certificates will remain valid.
12. Directors' interests
The Directors have irrevocably undertaken to vote in favour of the Resolutions
to be proposed at the General Meeting in respect of their entire beneficial
holdings of Ordinary Shares, which amount to 4,865,670 Ordinary Shares
representing 15.4 per cent. of the issued Ordinary Shares.
13. General Meeting
Due to its size, and given its importance to the Company, under AIM Rules the
Disposal is subject to the approval of Shareholders in a General Meeting of
the Company. If passed, the Disposal Resolution will authorise the Directors
to implement the Disposal on the terms set out in the Share Purchase Agreement
and as summarised in the circular.
Under the 2006 Act, the proposed renaming of the Company to PCI-PAL PLC
requires the approval of Shareholders.
At the end of the circular, you will find a Notice convening a General Meeting
of the Company, which is to be held at 10:00 am (London time) at the offices
of Shepherd and Wedderburn LLP, Condor House, 10 St. Paul's Churchyard, London
EC4M 8AL on 30 September 2016.
At the General Meeting, the following resolutions will be proposed:
a) the Disposal Resolution; and
b) the Name Change Resolution.
The Directors, in respect of 4,865,670 Ordinary Shares in aggregate
representing 15.4 per cent. of the issued ordinary share capital of the
Company, have irrevocably undertaken to exercise the votes in respect of their
shares or to procure the exercise of such votes in favour of the Resolutions.
In addition the Company has received irrevocable undertakings to vote in
favour of the Resolutions from other Shareholders holding 12,040,054 Ordinary
Shares which represent a further 38.2 per cent. of the issued ordinary share
capital of the Company.
In total the Company has received irrevocable undertakings to vote in favour
of the Resolutions from Shareholders holding 16,905,724 Ordinary Shares, which
represents 53.6 per cent of the issued ordinary share capital of the Company.
The full text of the Resolutions is set out in the Notice at the end of the
circular. The Disposal Resolution will be proposed as an ordinary resolution
(requiring 50% of the votes cast plus one vote to be passed) and the Name
Change Resolution will be proposed as a special resolution (requiring at least
75% of the votes cast to be passed).
14. Action to be taken by Shareholders
Accompanying the circular, Shareholders will find a Form of Proxy for use at
the General Meeting.
Whether or not Shareholders intend to be present at the General Meeting, they
are requested to complete, sign and return the Form of Proxy in accordance
with the instructions printed on it to FREEPOST Capita PXS as soon as possible
and, in any event, so as to arrive no later than 10:00 am on 28 September
2016. Completion and return of the Form of Proxy will not affect Shareholders'
right to attend and vote in person at the General Meeting if they so wish.
Further information regarding the appointment of proxies can be found on page
18 of the circular.
In order for the Disposal to proceed, Shareholders will need to approve
Resolution 1 (the Disposal Resolution) set out in the Notice of General
Meeting. If Resolution 1 (the Disposal Resolution) is not passed, the Disposal
will not proceed, with the result that the anticipated net proceeds of the
Disposal will not become available to the Company.
Accordingly it is important that Shareholders vote in favour of Resolution 1
(the Disposal Resolution), in order that the Disposal can proceed.
In order for the proposed name change of the Company to proceed (subject to
Completion occurring), Shareholders will need to approve Resolution 1 (the
Disposal Resolution) and Resolution 2 (the Name Change Resolution).
14 Directors' Recommendation
The Directors consider the Disposal to be in the best interests of the Company
and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that Shareholders vote in
favour of the Resolutions to be proposed at the General Meeting. Shareholders
(which include the Directors) have irrevocably undertaken to vote, or to
procure that votes are cast, in favour of the Resolutions in respect of
16,905,724 Ordinary Shares, in aggregate, representing approximately 53.6 per
cent. of the existing issued ordinary share capital of the Company.
Yours sincerely,
Christopher Fielding
Non-Executive Chairman
DEFINITIONS
The following definitions apply throughout the circular and the accompanying
Form of Proxy, unless the context requires otherwise:
"2006 Act" the UK Companies Act 2006
"AIM" the AIM market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies, as published and amended from time to time by the London Stock Exchange
"Board'' or "Directors" the directors of the Company from time to time
"Business Sale Agreement" the agreement for the sale of the Demerged Business between IPPlus (UK) Limited and PCI-PAL Limited dated 7 September 2016
"CallScripter Limited" CallScripter Limited (incorporated in England and Wales with registered number 04049607)
"Company" IPPlus PLC
"Completion" completion of the Disposal in accordance with the Share Purchase Agreement
"Completion Date" the date when Completion occurs
"Continuing Group" the Company and its subsidiary undertakings (other than the Target Companies)
"CREST" the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear UK & Ireland which facilitates the transfer of title to shares
"CREST Regulations" The Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended)
"Demerged Business" together the:(a) "IP3 Telecom" business of providing hosted telephony and automated interactive voice response services (but excluding the Ansaback reseller account) including general cloud based communication services, interactive voice response
services, telephone numbering, multi-lingual automation, international numbering, and media response tracking (b) "PCI-PAL" business of providing products and services relating to the security of customers data, including credit card data
handling, contact centre payments and payment card industry payment processing services (including secure data capture, authentication and verification services) (c) general contact centre telecommunications services ancillary to the provision of
those set out in (a) and (b) above and (d) services provided by PCI_PAL Limited to IPPlus (UK) Limited pursuant to the Master Services Agreement
"Disclosure and Transparency Rules" the Disclosure Rules and Transparency Rules published by the FCA
"Disposal" the proposed sale by the Company of the Target Companies' Business to the Purchaser by way of a sale of the Target Companies' Shares
"Disposal Resolution" the ordinary resolution to be proposed at the General Meeting in connection with the Disposal, as set out in the Notice
"Euroclear UK & Ireland" Euroclear UK & Ireland Limited, the operator of CREST
"FCA" the Financial Conduct Authority of the United Kingdom
"FinTech" financial technology
"Form of Proxy" the form of proxy accompanying the circular
"General Meeting" or "Meeting" the general meeting of Shareholders to be held at 10:00 am at the offices of Shepherd and Wedderburn LLP, Condor House, 10 St. Paul's Churchyard, London EC4M 8AL (London time) on 30 September 2016
"Group" the Company, together with its subsidiary undertakings
"IPPlus (UK) Limited" IPPlus (UK) Limited (incorporated in England and Wales with registered number 03443083)
"IVR" Interactive Voice Response
"Loan Note Instrument" the loan note instrument constituting the Loan Notes to be executed and delivered to the Company by the Purchaser at Completion
"Loan Notes" the £3,350,000 of secured loan notes 2020 of the Purchaser constituted by the Loan Note Instrument and to be issued to the Company at Completion
"London Stock Exchange" London Stock Exchange PLC
"Longstop Date" 31 October 2016
"Master Services Agreement" the agreement between IPPlus (UK) Limited and PCI-PAL Limited dated on or around the date of the Business Sale Agreement whereby IPPlus (UK) Limited appoints PCI-PAL Limited to provide network telephony and payment platform services in respect of certain
contact centres, and related services
"Name Change Resolution" the special resolution to be proposed at the General Meeting to change the Company's name to PCI-PAL PLC, as set out in the Notice
"Notice" or "Notice of General Meeting" the notice of the General Meeting accompanying the circular
"Ordinary Shares" the ordinary shares of £0.01 each in the capital of the Company
"PCI-PAL Limited" PCI-PAL Limited (incorporated in England and Wales with registered number 03960535)
"Property" 2 Melford Court, The Havens, Ransomes Europark, Ipswich, Suffolk IP3 9SJ
"Purchaser" Direct Response Contact Centres Group Limited (incorporated in England and Wales with registered number 07497170)
"Resolutions" the resolutions to be proposed at the General Meeting, the full text of which is set out in the Notice of General Meeting at the end of the circular
"Restricted Jurisdiction" each and any of Australia, Canada, Japan, New Zealand, Russia, The Republic of South Africa and the United States of America, and any other jurisdiction where the mailing of this document into or inside or from such jurisdiction would breach any applicable
law or regulations
"Share Charges" first fixed charges over the shares in the Purchaser owned by Christopher Robinson and Ian Mitchell
"Shareholders" the holders of Ordinary Shares from time to time
"Share Purchase Agreement" the conditional sale and purchase agreement, dated 8 September 2016, between the Company and the Purchaser, in respect of the Disposal
"Target Companies" IPPlus (UK) Limited and CallScripter Limited which include the trading names of Ansaback and CallScripter
"Target Companies' Business" The business carried on by the Target Companies, namely the provision of:(a) contact centre and telephony services(b) software for customer scripting and interactionand (c) disaster recovery solutions but excluding the Demerged Business
"Target Companies' Shares" 202,003 issued ordinary shares of £1 each in the capital of IPPlus (UK) Limited and 1 issued ordinary share of £1 in the capital of CallScripter Limited
This information is provided by RNS
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AnnouncementREG - AIM - AIM Notice - 11/04/2024
AnnouncementREG - PCI-PAL PLC - Issue of Equity & TVR
AnnouncementREG - PCI-PAL PLC - Issue of Options & Director Share Purchases
AnnouncementREG - PCI-PAL PLC - Issue of Equity & TVR
Announcement