ILX Group PLC Issue of Equity, Notice of General Meeting (0433J)

TIDMILX

RNS Number : 0433J

ILX Group PLC

01 August 2012

ILX Group PLC

("ILX" or "the Group" or "the Company")

Issue of Equity

Notice of General Meeting

New Director

ILX Group plc (AiM: ILX), the AIM quoted provider of e-learning software and business training, is pleased to announce that the Company has entered into an investment agreement with Praxis Trustees Limited, a subsidiary of the Praxis Group, ("Praxis Trustees") for the subscription by Praxis Trustees in two tranches of, in aggregate, 11,940,000 new ordinary shares of 10 pence each ("Ordinary Shares") at a price of 10 pence per Ordinary Share, representing 29.90 per cent. of the Enlarged Issued Share Capital. Praxis Trustees provides trustee services for numerous Guernsey trusts and for a wide international client base. Praxis Trustees is making the Investment as trustee of the DNY Trust.

Pursuant to the investment agreement Praxis Trustees has today subscribed for, and the Company has today issued, the first tranche of 4,050,000 new Ordinary Shares. Application has been made for the first tranche of Ordinary Shares to be admitted to trading on AIM ("Admission"). Admission is expected to take place at 8.00 a.m. on 6 August 2012. Following Admission, the Company will have 31,643,376 Ordinary Shares in issue and Praxis Trustees will hold 12.8 per cent. of the issued share capital. The subscription by Praxis Trustees for the second tranche of 7,890,000 new Ordinary Shares is conditional on the passing of resolutions to authorise the directors to issue and allot, and to disapply statutory pre-emption rights in respect of, such shares at a General Meeting to be held on 21 August 2012 (the "Resolutions").

Ken Scott, the Company's chief executive, has also agreed to subscribe for 400,000 new Ordinary Shares at a price of 10 pence per Ordinary Share ("New Director Shares"). The subscription by Mr Scott for the New Director Shares is also subject to the passing of the Resolutions at the General Meeting. The issue of the New Director Shares will result in Ken Scott holding, in aggregate, 818,062 Ordinary Shares, representing 2.05 per cent. of the Enlarged Issued Share Capital.

The purpose of the investment by Praxis Trustees is to reduce the Group's bank debt and to ensure the Group has funds to continue with its strategy of international growth. The Company intends to utilise GBP500,000 from the proceeds of the Investment to repay bank debt, with the remaining funds being used for working capital. The Company's bankers, HSBC, have agreed, subject to the conditions to the Investment Agreement being satisfied and the Resolutions being passed at the General Meeting, to waive breaches of the Group's banking covenants prior to the Investment.

New Director

Following the issue of the second tranche of Shares to Praxis Trustees, Wayne Bos will join the Board as Executive Chairman. Paul Lever will remain on the Board as a non-executive Director.

Wayne Bos has over 20 years' experience managing and investing in business over a wide range of sectors, with particular expertise in the software and technology sector. His career includes 3 years as Chief Executive of Sausage Software, an Australian public company, which he grew to a market capitalisation of A$2.5bn in 2001, and President and CEO of Natrol, a Nasdaq listed Nutraceutical company, sold to Plethico, an Indian public company, in 2008. In the last four years, he has made several public and private company investments.

Wayne Bos is a discretionary beneficiary of the DNY Trust. Disclosure in respect of Wayne Bos pursuant to Schedule 2, paragraph (g) of the AIM Rules for Companies will be made in the announcement of his appointment.

Related Party Transaction

The issue of the second tranche of Ordinary Shares to Praxis Trustees and the New Director Shares (together the "New Shares")is classified as a related party transaction for the purposes of the AIM Rules by virtue of Ken Scott being a director of the Company and Praxis Trustees being a substantial shareholder, as defined in the AIM Rules, in the Company. The Independent Directors, having consulted with finnCap, as Nominated Adviser to the Company, consider the terms of issue of the New Shares to be fair and reasonable insofar as the Shareholders are concerned. In providing advice to the Independent Directors, finnCap has taken into account the Independent Directors' commercial assessments of this related party transaction.

Ken Scott, Chief Executive, ILX Group plc, commented:

"We look forward to welcoming Wayne Bos to the Board of ILX. His knowledge and experience will be of great benefit to the Group and the Board look forward to working with him to develop ILX's worldwide potential. The investment by Praxis Trustees will also help in this regard and furthermore will reduce the Group's gearing."

Annual Report for the year ended 31 March 2012

The Annual Report for the year ended 31 March 2012 will be published and sent to shareholders following the General Meeting on 21 August 2012.

A circular providing more details about the investment and giving notice of a General Meeting will be shortly be sent to shareholders. Words and expressions defined in the circular shall, unless the context provides otherwise, have the same meanings in this announcement.

For more information:

   ILX Group plc                                                                       020 7751 7100 

Ken Scott, Chief Executive

   FinnCap                                                                               020 7600 1658 

Marc Young/ Charlotte Stranner

   Lothbury Financial Services Limited                           020 7868 2010 

Michael Padley / Chris Roberts

This information is provided by RNS

The company news service from the London Stock Exchange

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