ILX Group Proposed Acquisition of Progility Pty Ltd For 15.97M
ILX Group Proposed Acquisition of Progility Pty Ltd For £15.97M
• Proposed acquisition of Progility Pty Ltd
• Proposed approval of a waiver of the obligations under Rule 9 of the City Code
• Proposed change of name to Progility plc
• Notice of General Meeting
• Admission of the Enlarged Share Capital to trading on AIM
ILX, the training, consultancy and recruitment group, proposes to transform the scope and scale of the Group’s activities in project management, consulting and implementation and capitalise on its knowledge and experience in this sector through the acquisition of Progility Pty Ltd, a communications solutions services provider.
• Progility Pty Ltd 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.
• Total consideration for the proposed acquisition of Progility Pty Ltd is £15.97 million, to be satisfied by the issue of 159,733,504 new Ordinary Shares in the Company. In the year ended 30 June 2013, Progility Pty Ltd reported revenue of A$41.2m (2012: A$31.6m).
• The proposed acquisition strengthens the Group by: - adding systems integration capability as well as consulting skills and solutions in the communications sector
- providing opportunities for the existing training, consulting and recruitment businesses and
- reducing dependence on training, where revenues have been under pressure for some time.
• The Enlarged Group would have four pillars of revenue: Consulting, Training, Recruitment and Technology Solutions, providing an integrated range of value added services to customers at different stages of the project management life cycle.
• Proposed change of name of the Company to Progility plc reflects the significant changes (both recent and proposed) to the management and strategic direction of the Enlarged Group.
• The proposed acquisition constitutes a related party transaction and reverse takeover under the AIM Rules.
• Wayne Bos is a director of both ILX and Progility Pty Ltd and has not taken part in the Board’s deliberations concerning the acquisition. The Independent Directors are seeking Shareholders’ approval at the General Meeting on 3 October 2013 to approve the Proposals
• Waiver of obligations on the Concert Party under Rule 9 of the City Code, is being sought subject to approval at the General Meeting
• As the proposed acquisition will constitute a reverse takeover under the AIM Rules, an Admission Document containing details of the acquisition, other proposals detailed below and a notice of General Meeting will be posted to Shareholders today and available to view on the Company’s website www.ilxgroup.com shortly
• Admission of the Enlarged Share Capital to trading on AIM will become effective on or around 4 October 2013, subject to approval of the Proposals at the General Meeting
The Independent Directors of ILX said: “We are very pleased to recommend the proposed acquisition of Progility Pty Ltd because it will transform the scope and scale of ILX, adding further consulting, systems integration skills and solutions in the communications and technology sectors, and providing new opportunities for our existing training, consulting and recruitment businesses. In addition it should reduce the Group’s dependence on its training business, whose revenues have been under pressure for some time.
“We believe the Enlarged Group will provide the executive team with a strong platform from which to connect with our customers at different stages in the project management life cycle to deliver growth and shareholder value.”
Wayne Bos, Executive Chairman and Interim CEO of ILX and Chairman of Progility Pty Ltd, said: “Both of these companies have energetic, motivated management and combining the two will create a dynamic project management eco-system with scale and flexibility, which is important to new and existing customers. From this new platform, we intend to grow the Group both organically and by selective acquisition using our AIM listing to expand and access capital where appropriate.”