AIM Schedule 1 - ILX Group Plc (5783O)

TIDMILX
RNS Number : 5783O
AIM
20 September 2013
 
     ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION 
      IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM 
                                  RULES") 
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 COMPANY NAME: 
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   ILX Group plc ("the Company" or "the Group") to be renamed 
   Progility plc on admission 
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 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
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   2(nd) Floor, Strand Bridge House, 138-142 The Strand, London, 
   WC2R 1HH 
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 COUNTRY OF INCORPORATION: 
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   England & Wales 
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 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
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   www.ilxgroup.com (www.progility.com - from Admission) 
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 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE 
  TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: 
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   At Admission the Company (to be renamed Progility plc) will 
   be the holding company of a group comprising four divisions: 
   Consulting, Training, Recruitment and Technology Solutions, 
   providing a range of value added services to its customers 
   at different stages of the project management life cycle. 
 
   Currently ILX Group's business comprises three divisions: Training, 
   Consulting and Recruitment. The Training division provides 
   a blend of on-line learning, games and simulations, traditional 
   classroom training, practical workshops and coaching and delivers 
   training in the UK Cabinet Office's best management practice 
   products, primarily in PRINCE2, MSP and ITIL. The Consulting 
   division provides a wide range of capabilities to the fixed 
   and mobile telecommunications, retail, printing and management 
   information, television, cable, broadband internet, financial 
   services, travel and transport, utilities and outsourcing sectors 
   in the UK and organisational improvement and project management 
   services in information technology, service and supply chain 
   improvement in Australia. The Recruitment division provides 
   executive search, managed services and the placement of permanent, 
   interim and contract personnel into the public and private 
   sectors in the knowledge, information and data management industries. 
   The Company currently has 77 employees (excluding the Directors) 
   and offices in the UK, Middle East and Australia. 
 
   The scope and scale of the Group's activities will increase 
   through the acquisition of Progility Pty Ltd, which operates 
   a communication systems integration business which designs, 
   implements and maintains solutions for medium and large enterprises 
   with a focus on the rail, port, oil and gas, power and water 
   and healthcare industries in Australia and on the mining industry 
   globally. Headquartered in Melbourne, Australia with offices 
   in Castlemaine, Perth, Sydney, Latrobe Valley, Mackay and Brisbane, 
   Progility Pty Ltd employs approximately 116 full time staff 
   across Australia and has three operating divisions. Its Unified 
   Communications division focuses on communications systems integration, 
   designs voice and IP communications solutions for specific 
   customers' operating environments and is a major provider of 
   enterprise based Siemens unified communication systems in Australia. 
   CA Bearcom is Australia's largest distributor of two-way radio 
   communications products primarily supplied by Motorola Australasia. 
   The Minerals & Energy division designs, implements and manages 
   an array of integrated communications solutions for specific 
   mining, oil and gas, rail and port applications. 
 
   The number of employees employed by the Enlarged Group at the 
   date of Admission is expected to be 220 and of whom 68 will 
   be employed in the UK, 151 in Australia and 1 in UAE. 
 
   Admission is sought as the result of a reverse takeover under 
   Rule 14 of the AIM Rules for Companies. 
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 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS 
  AS TO TRANSFER OF THE SECURITIES (i.e. where known, number 
  and type of shares, nominal value and issue price to which 
  it seeks admission and the number and type to be held as treasury 
  shares): 
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   199,666,880 Ordinary shares of 10 pence each 
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 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED 
  MARKET CAPITALISATION ON ADMISSION: 
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   No new capital is being raised at Admission, but 159,733,504 
   New Ordinary Shares of 10 pence each are being issued to satisfy 
   the acquisition consideration. 
 
   The anticipated market capitalisation of the Company, based 
   on the issue price of the New Ordinary Shares, is approximately 
   GBP19.7 million. 
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 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
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   86.04% 
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 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH 
  THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES 
  (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED: 
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   No other exchanges or platforms 
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 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS 
  (underlining the first name by which each is known or including 
  any other name by which each is known): 
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   Wayne Malcolm Bos - Chairman and Interim Chief Executive 
   John Joseph McIntosh - Finance Director 
   Donald John Stewart - General Counsel 
   Paul Ronald Scott Lever - Non-Executive Director 
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 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED 
  AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER 
  ADMISSION (underlining the first name by which each is known 
  or including any other name by which each is known): 
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    Significant shareholder     Before Admission     After Admission 
                                 % of Issued Share    % of Issued Share 
                                      Capital              Capital 
    Praxis Trustees *                 29.90                64.75 
    Mmilt Pty Limited                  0.00                17.96 
    Cameron Investment 
     Trust                             0.00                 3.26 
    Octopus Capital for 
     Enterprise Fund                  14.23                 2.85 
    Webb Capital Asset 
     Management Limited                8.73                 1.75 
    Barnard Nominees Limited           5.45                 1.09 
 
 
   * - As trustees of the DNY Trust, a family trust of which Wayne 
   Bos is a discretionary beneficiary, Praxis Trustees holds 29.90% 
   of the issued share capital of the Company prior to Admission 
   and will hold 64.75% of the issued share capital of the Company 
   post Admission. 
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 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
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   None 
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 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION 
  DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited 
  interim financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS 
  PURSUANT TO AIM RULES 18 AND 19: 
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   (i) 30 June 
   (ii) 30 June 2013 
   (iii) 31 March 2014, 31 December 2014, 31 March 2015 
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 EXPECTED ADMISSION DATE: 
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   7 October 2013 
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 NAME AND ADDRESS OF NOMINATED ADVISER: 
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   SPARK Advisory Partners Limited 
   33 Glasshouse Street, London, W1B 5DG 
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 NAME AND ADDRESS OF BROKER: 
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   W H Ireland Limited 
   24 Martin Lane, London, EC4R 0DR 
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 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE 
  (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE 
  AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: 
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   Copies of the Admission Document are available from the Company's 
   Registered Office and from the offices of SPARK Advisory Partners 
   Limited, 33 Glasshouse Street, London, W1B 5DG. They are also 
   available from the Company's website at www.ilxgroup.com. 
 
   The Admission Document contains full details about the Company 
   and the admission of its securities. 
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 DATE OF NOTIFICATION: 
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   20 September 2013 
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 NEW/ UPDATE: 
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   New 
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