Issue of Equity and Rule 9 Waiver

 
TIDMINNO 
 
11 March 2011 
 
                                 Innovise plc 
 
                         ("Innovise" or the "Company") 
 
            Issue of Equity, Holdings in Company and Rule 9 Waiver 
 
Innovise plc, the AIM-quoted software solutions and IT services provider, has 
issued and allotted a total of 1,250,000 new Ordinary Shares at a price of 40p 
as final deferred consideration to Messrs McKenna, Middleton and Hart, the 
vendors of Infrasolve Limited ("Deferred Consideration Ordinary Shares"). 
 
The acquisition of Infrasolve Limited was announced in January 2009 for a total 
consideration of GBP6.67 million, including GBP4 million in new Ordinary Shares and 
a further GBP1 million deferred for up to two years payable in either shares or 
cash at the Company's option. The issue of 1,250,000 new Ordinary Shares in 
relation to the first GBP0.5million of the deferred consideration was announced 
in January 2010. 
 
Following the issue of the Deferred Consideration Ordinary Shares, the 
Company's issued share capital consists of 40,400,702 Ordinary Shares, 
including 250,000 Ordinary Shares held in treasury. The total number of voting 
rights in the Company is therefore 40,150,702. This figure of 40,150,702 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. 
 
Application has been made for the 1,250,000 new Ordinary Shares ranking pari 
passu with the existing Ordinary Shares to be admitted to trading on AIM. 
Admission is expected to occur on 17 March 2011. 
 
Holdings in Company 
 
Following the issue of the Deferred Consideration Ordinary Shares, Messrs 
McKenna, Middleton and Hart ("the Vendors") have the following holdings in the 
Company's issued share capital with voting rights:- 
 
Name                    Shares acquired              Revised      Percentage of 
                                                                enlarged issued 
                                                shareholding share capital with 
                                                                  voting rights 
 
Joe McKenna, Director           416,667            4,166,667             10.38% 
 
Mat Middleton                   416,667            4,166,667             10.38% 
 
Stephen Hart                    416,666            4,166,666             10.38% 
 
Rule 9 Waiver 
 
The issue of the Deferred Consideration Ordinary Shares increases the aggregate 
interest of the Vendors in the voting rights of the Company from 28.9% to 
31.1%. The Vendors are deemed to comprise a concert party for the purposes of 
the Takeover Code (the "Vendors Concert Party"). Under Rule 9 of the Takeover 
Code ("the Code"), if any person acquires an interest in shares which, when 
taken together with shares in which he and persons acting in concert with him 
are already interested, carry 30% or more of the voting rights of a company 
which is subject to the Code, that person is normally required to make a 
general offer in cash to all shareholders in the company at the highest price 
paid by him or any person acting in concert with him for an interest in such 
shares within the preceding 12 months. As holders of shares carrying 50% or 
more of the voting rights in the Company (based on the Company's enlarged 
issued share capital) who are independent of the Vendors Concert Party have 
confirmed in writing to the Takeover Panel that they would not accept the offer 
which would otherwise be required to be made by the Vendors Concert Party, the 
Takeover Panel has waived the requirement for a general offer to be made in 
accordance with Note 5 on the Dispensations from Rule 9. 
 
For further information contact: 
 
Mike Taylor, Chief Executive    Innovise plc                     087 0626 0400 
 
Tony Edwards, Finance Director  Innovise plc                     087 0626 0400 
 
Edward Hutton, Nominated        Northland Capital Partners       020 7492 4750 
Advisor                         Limited 
 
Ian Foster, Shareholder         Wordsworth Communication Limited 077 3918 5050 
Relations 
 
Note to editors: 
 
Innovise plc is a fast growing IT solutions company with two divisions, each of 
which has its own management team and focused growth strategy. 
 
Innovise ESM enables major organisations to transform complex IT environments, 
resulting in improved performance and service. The division partners with the 
leading global vendors to deliver best-in-class solutions to Fortune 500 
businesses across a range of industries. 
 
The Innovise Software & Solutions division consists of two complementary units: 
Innovise Software's products are extensively used to improve efficiency within 
the facilities management, support services and public sectors, while Innovise 
Solutions provides customised and highly cost-effective managed services 
including remote database administration, infrastructure management and 
Microsoft solutions. 
 
Innovise has offices in Brierley Hill, Slough, Southampton, London and Mumbai. 
 
For more information, please visit www.innovise.com. 
 
 
 
END