Instem plc Logos Earn Out, Issue of Equity and TVR (4712H)
December 01 2015 - 2:00AM
UK Regulatory
TIDMINS
RNS Number : 4712H
Instem plc
01 December 2015
Instem plc
("Instem", the "Company" or the "Group")
Accelerated Logos Earn Out, Issue of Equity and Total Voting
Rights
Logos Holdings Limited, now called Instem Clinical, to be fully
aligned to overall Group objectives
Instem plc (AIM: INS), a leading provider of IT solutions to the
global early development healthcare market, has reached an early
agreement on the remaining deferred consideration payable for Logos
Holdings Limited (now called Instem Clinical). The Board believes
that this accelerated timetable will be beneficial to the Group as
it will enable Instem Clinical to be fully aligned to overall Group
objectives and to be able to fully utilise the Group's global
resources.
Instem acquired the entire issued share capital of Logos
Holdings Limited along with its subsidiaries, Logos EDC Solutions
Limited and Logos Technologies Inc. (together "Logos"), on 10 May
2013. The initial cash consideration was GBP0.55 million, with
further consideration of up to GBP4.45 million payable subject to
performance against a set of challenging profit targets over the
following four years (the "Earn Out"), in a mixture of cash and
ordinary shares of 10 pence each in the Company ("Ordinary
Shares").
To date, Logos has exceeded all of the Earn Out financial
performance targets and the Company has paid GBP3.1 million to the
vendors of Logos (the "Vendors") in a mixture of cash and shares.
Under the terms of the original agreement, further consideration of
up to GBP1.9 million would have remained payable subject to the
performance of Logos in its financial years ending 30 April 2016
and 30 April 2017, with the respective payments due in July 2016
and July 2017.
Following a strategic review of the business, the Board believes
that it is in the best interests of the Group to crystallise the
remaining deferred consideration at this time. Consequently, the
Board has agreed with the Vendors to pay a total outstanding Earn
Out amount of GBP1.7 million. This final Earn Out payment will be
satisfied by the issue of 481,928 Ordinary Shares (equating to
GBP1.0 million based on the average closing mid-market price per
Ordinary Share during November 2015 up to, but excluding, 27
November 2015) and GBP0.7 million in cash, with GBP0.35 million
payable in July 2016 and GBP0.35 million payable in July 2017, as
per the timings in the original agreement. Whilst not impacting the
Group's trading performance, the settlement will result in a
non-recurring, exceptional charge to the Group's 2015 results
amounting to circa GBP1.4million. As per the terms of the original
agreement, the Vendors are not permitted to dispose of the new
Ordinary Shares for a period of two years from the date of
issue.
Application will be made to the London Stock Exchange for the
admission of the 481,928 new Ordinary Shares to trading on AIM and
is expected to take place at 8.00am on 4 December 2015.
Total Voting Rights
Following the issue and allotment of the above new Ordinary
Shares, the Company's issued share capital comprises 13,033,774
Ordinary Shares. The Company does not hold any Ordinary Shares in
treasury. Therefore the total number of voting rights in the
Company is 13,033,774.
The figure of 13,033,774 may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change of their
interest in, the Company under the FCA's Disclosure and
Transparency Rules.
For further information, please contact:
Instem plc +44 (0) 1785 825 600
Phil Reason, CEO
Nigel Goldsmith, CFO
N+1 Singer (Nominated Adviser
& Broker) +44 (0) 20 7496 3000
Richard Lindley
Nick Owen
Walbrook Financial PR +44 (0) 20 7933 8000
Paul Cornelius instem@walbrookpr.com
Helen Cresswell
Sam Allen
About Instem plc
Instem is a leading supplier of IT applications to the early
development healthcare market, delivering compelling solutions for
data collection, management and analysis across the R&D
continuum. Instem applications are in use by customers worldwide,
meeting the rapidly expanding needs of life science and healthcare
organisations for data-driven decision making leading to safer,
more effective products.
Instem's portfolio of software solutions increases client
productivity by automating study-related processes while offering
the unique ability to generate new knowledge through the extraction
and harmonisation of actionable scientific information.
Instem supports over 400 clients through full service offices in
the United States, the United Kingdom, India and China, with
additional presence in France and Japan.
To learn more about Instem solutions and its mission, please
visit www.instem.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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