IDOX Idox Plc

RNS Number:4662Y
i-documentsystems Group PLC
10 May 2004





10 May 2004


                          i-documentsystems group plc

                               IDOX ACQUIRES TFPL

i-documentsystems group plc ("IDOX" or "the Group"), a provider of e-Government
solutions to Local Authorities, announces that it has agreed to acquire TFPL Ltd
("TFPL"), a leading knowledge and information management consulting firm, for a
maximum consideration of #4 million. Of this amount, approximately #2 million
will be paid (in cash and shares) upon completion (the "Initial Consideration"),
the remainder being payable in shares contingent on gross profit targets being
met during the period to October 2006. For the year to 31 December 2003, TFPL's
turnover amounted to #5.2 million, adjusted profits totalled #0.37 million,
while net assets amounted to #0.35 million. TFPL is a private company founded by
majority shareholder Nigel Oxbrow who will continue in his capacity as Managing
Director of TFPL.

The acquisition of TFPL will enable IDOX to provide clients with expert
consultancy, project teams and training in addition to the Company's information
management software and services offering. IDOX will combine TFPL's services
into IDOX's existing range of products and services. The transaction is further
expected to provide the enlarged Group with considerable cross-selling
opportunities.

TFPL is an established information services company, headquartered in London,
specialising in consultancy, recruitment, training and research services. Since
1995, TFPL has focused its resources on delivering information, knowledge,
records and content management expertise and solutions to clients across the
financial and professional services market as well as the public sector.

TFPL has established a significant presence in the public and private
marketplace with access to Chief Information Officers and Knowledge Management
professionals in major corporates, professional firms and public bodies. TFPL
has worked closely with a wide range of major organisations including the
National Health Service, the Improvement and Development Agency, the Inland
Revenue, various Local Authorities, several police forces and universities
together with a range of blue chip companies.

Funding for the transaction has been arranged via a placing of new ordinary
shares. Noble & Company, acting as broker for the Group, has placed a total of
23,000,000 ordinary shares of 1p each on behalf of the Group, raising #2.3
million before issue expenses, at a price of 10p per share. The proceeds will be
utilised to fund the acquisition of TFPL, the settlement of certain liabilities
in connection with the acquisition of TFPL and augmentation of the Group's
existing working capital. The new ordinary shares will rank pari passu with the
existing ordinary shares of the Group and will represent 12.63% of the enlarged
issued share capital.

Application has been made for the new ordinary shares to be admitted to the
Alternative Investment Market ("AIM") of the London Stock Exchange plc. It is
expected that dealings in the new ordinary shares will commence on 12 May 2004.

The Initial Consideration for the acquisition has been partly satisfied through
the issue of 5,369,375 new ordinary shares in IDOX ("Consideration Shares") to
Nigel Oxbrow and others ("the Vendors") at a price of 10p per share. Application
will be made for the Consideration Shares to be admitted to AIM and it is
expected that dealings in the Consideration Shares will commence on 18 May 2004.

In addition, a total of 11,500,000 existing ordinary shares of 1p each have been
placed on behalf of certain existing shareholders to new institutional investors
at a price of 10p per share. A total of 4,000,000 existing ordinary shares have
been placed on behalf of Lombard Risk Management plc ("LRM"). LRM will retain a
total of 2,968,212 ordinary shares in IDOX representing 1.63% of the enlarged
issued share capital of the Group. Furthermore, 6,000,000 existing ordinary
shares have been placed on behalf of the Advanced Technology Trust ("the
Trust"). The Trust will retain 13,950,000 ordinary shares in IDOX representing
7.66% of the enlarged issued share capital of the Group. John Wisbey, Non
Executive Chairman of IDOX, is a director and significant shareholder of LRM and
a beneficiary of the Trust. Terms and conditions for the placing of existing
ordinary shares were agreed and committed to on 29 April 2004. Both transactions
will be effected on 10 May 2004.

Commenting on the acquisition, Andrew Fraser, IDOX's Chief Executive, said:
"The acquisition of TFPL complements our existing customer offering by adding a
consulting and project resourcing dimension to IDOX's information and management
services. We have an established history of working with TFPL and are delighted
to have been able to cement this relationship to the benefit of our clients. The
calibre of TFPL's management allied with its impressive client portfolio will
provide IDOX with the capability to accelerate its penetration of the public and
private sectors. This acquisition has provided us with a solid platform for
future growth. We look forward to building upon this and delivering value to our
new and existing shareholders."

Nigel Oxbrow, Managing Director of TFPL, stated:
"TFPL has been extremely successful in winning a wide variety of knowledge,
information and records management projects in the public sector. With the
additional resources and backing of a public company we are now in an even
stronger position to expand our business.  We are delighted to join the IDOX
team and can see many opportunities to combine our resources to offer clients
new and innovative solutions to challenging information issues."

                                     -END-

For further information please contact:

Andrew Fraser, CEO, i-documentsystems group plc               020 7427 0660
Tim Bowen, CFO /COO, i-documentsystems group plc              020 7427 0660
Matthew Hall, Noble & Company Limited                         020 7763 2200
Nadja Vetter / Olivia Gallimore, CardewChancery               020 7930 0777

Notes to Editors

i-documentsystems

i-documentsystems group plc is a fast-growing information services company,
specialising in the development of products and services for information
management and information/content provision. The Group has three key business
areas - software, information and managed services.
IDOX Software is a sophisticated web-based software package delivering
platform-independent solutions for document management and workflow with proven
content management, records management and knowledge management capabilities.
The group maintains the largest collection of information in the UK on all
aspects of best practice and governance in the public sector. This library is
available to clients through membership of the IDOX Information Service.
Information projects are also undertaken for public sector clients.
The Group has a leading position in putting the Local Government Planning
process online (its first Managed Services solution) and has developed the first
true end-to-end e-Planning solution for Local Authorities and their citizens -
UKPlanning.
Provided separately, or as a joint offering, these areas of expertise allow
i-documentsystems to provide for all the information provision and information
management needs of local government.

TFPL

TFPL provides a wide range of recruitment, training and advisory services in the
areas of knowledge, information, library, records, web and content management.
Since the company was established in 1987, TFPL has focused on the provision of
these specialist services to public and private sector organisations.
TFPL is an S-cat provider and specialises in the areas of:

   * Knowledge management - creating, managing and utilising the expertise,
     experience and intellectual property of an organisation
   * Information management - enabling access to the vast information
     resources available both within an organisation and also from external
     sources
   * Library management - the efficient and effective management of
     collections of hard-copy or electronic published information
   * Records and archives management - organising and enabling access to the
     records and documents within an organisation - hard-copy or electronic
   * Web and content management - applying new skills to content creation,
     organisation and access appropriate to web platforms such as portals,
     intranets and extranets




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            The company news service from the London Stock Exchange

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