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ILX ILX

8.375
0.00 (0.00%)
Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
ILX LSE:ILX London Ordinary Share GB0033422824 ORD 10P
  Price Change % Change Share Price Shares Traded Last Trade
  0.00 0.00% 8.375 0.00 00:00:00
Bid Price Offer Price High Price Low Price Open Price
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
  -
Last Trade Time Trade Type Trade Size Trade Price Currency
- O 0 8.375 GBX

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Date Time Title Posts
15/10/201315:34ILX: ILX Group plc1,724
11/9/201310:49Proposed Acquisition. Please see these msg brds-
22/4/201011:52ILX Group - Fundamental Analysis12
09/2/200913:03ILX -- Will the seller kindly sod off!!!10
14/6/200709:2359.5P TO BUY NOW!23

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Posted at 04/10/2013 12:03 by graham1ty
I am sorry if this is long, but only four shareholders bothered turning up. The following is all just my opinion. DYOR.

I attended the AGM and EGM of ILX on 3 Oct 2013. Price 8.5p, market cap £3.3m
ILX held an EGM to approve the reverse takeover of the new CEO's Australian interests. This will give his Concert Party 86% of the equity and dilutes existing independent ILX holders down to 14% of the equity.

Background. ILX is a training company, quoted on AIM for years. They train via presentations, apps and online, mainly in project management. After some disastrous acquisitions, training stopping dead in the City, a bit of debt and excessive Director Pay ( paid £4.7m over ten years, the former CEO taking £2.4m from 2002-12) this was on its knees and the share price dropped over 90% under the helm of Chair Paul Lever.

In Aug 2012 "white knight", Wayne Bos, an Australian entrepreneur, injected some cash, then more cash, ending up with 29%, some juicy warrants at 10p, cleared out the expensive Board but found more of a mess than he expected. There has been enormous restructuring, a change of Head Office, two new Board members and write offs of £2.4m in the year to 30 June, just reported. WB had undoubtedly saved the Company.

Did ILX have a future ? The Annual Report shows that the turnaround was substantially completed. Costs were down, revenue was steady, debt was under control ( though there were still large net current liabilities) and the Board reported "adjusted Profit before tax of £1.1m" which translate into 3.8p according to new house brokers WHIreland. There had been a couple of bolt on acquisitions for revenue, further cost savings and the Board reported that "the full benefit of the resulting reductions in operating costs are not expected to be reflected until the new financial year" so things looked on the turn for this undervalued business, supposedly on a historic adjusted p/e of under 3x.

The bolt from down under. With the announcement of results came a reverse acquisition of Wayne Bos' Australian telecoms interests into ILX. He ( and a few other co-owners, together the Concert Party) would be issued 159m shares ( above the current 40m) and the Concert Party would own up to 86% of the enlarged business, to be renamed Progility ( henceforth I hope nicknamed Prodigality.....look it up, it means excess. The Prodigal son ( WB?) was so called because of his excess, not because he came home).

The AGM was a formality. I will say here that, due to a family bereavement, the Executive Chairman was not present ( and he missed the last AGM, so I have not met the Prodigal Son).

The EGM. Paul Lever, the sole survivor ( £39,000, pretty good for a non-Exec) chaired the meeting in the absence of Wayne Bos.

First, and most objectionably, the Chair tried to stop questions before the vote. One of the (rather wet) Directors stated that "all information for shareholders was in the Offer Document" but within minutes, and a few questions, it was quite clear there were many unanswered questions. There followed c30 minutes of questioning before the voting began.

Valuation methodology. There is nothing in the Offer Document to justify the valuation given to the Oz businesses. On questioning, it turned out the SOLE non-Exec Paul Lever ( representing us shareholders, remember) had not even been to see the potential acquisition !!! The Board stonewalled, relying on valuations done by outside advisers. And were these advisers independent of the Company ? No, ILX' own advisers SPARK. There was no attempt in the document, or in the meeting, to justify the valuation of £16m placed on those interests. Apparently Grant Thornton had looked at the numbers. There was no indication whether they had just checked the numbers or whether they had been asked to give an opinion on the quantum: I assume the former.

Value of Progility. Progility lost A$2.2m last year on revenue of $41m. The previous year there were losses of $100,000. The Balance Sheet looks no better with cash outflows in the last three years of $400k, $3m then $2.5m in 2013. They borrowed another net $3.5m in 2012 and another $3.2m in 2013. Net assets in the balance sheet are $600,000, yes £370,000. Net tangible assets are NEGATIVE $3.7m. They have loans of $7.5m from their shareholders. I asked the question whether they were only solvent because of related party borrowing and got a non-answer about "private companies". I asked about Bearcom, which provides $19m out of $41m turnover. This appears from Note 23 to have been bought in March 2012 for $2.3m, or £1.33m. I asked about the valuation of Bearcom and there was stony and embarrassed silence. I am not sure the Board were being deceitful, I just had no confidence they knew intimately what they were buying. Paul Lever tripped himself up at one point when saying that he had extensive discussions with Wayne Bos about the valuation of the business.....but, er, the document states quite clearly, that as a related party, "Wayne Bos has not taken part in any of the Board's deliberations".

Another shareholder asked about potential profits. ILX had in the past, he stated being making operating margins of 10%. From the limited information on the Australian businesses, operating margin had never been higher than 3.5%.

So, a business that will contribute c 60% of the enlarged groups turnover of £40m, and has made losses of each of the last two years is valued at £16m. ILX, making an adjusted £1.1m is valued in the market at £3.3m. ILX had net assets of £6.6m.....it gets 20% of the equity. Prodigality had net assets of £370,000 and gets 80% of the equity.

Eps, brokers and undisclosed material. It was stated ( as a stone walling technique by the Board) that all relevant information is in the Offer Document. There was therefore a very important disclosue made in answer to a different question. I asked how the market was possibly going to value a hodge-podge of interests, much in Australia. Was there a plan for a dual listing ? : No. Who would follow ? "WHIreland our new brokers have already put out new forecasts". I WAS NOT ALLOWED TO SEE THIS AS A RETAIL INVESTOR, PRECLUDED FROM SEEING INSTITUTIONAL RESEARCH. I have a copy in front of me now. First WHI have no clue what the new business is and there is no description of it and no indication they have visited it. However they must have been fed some numbers as their representative was perfectly willing verbally to reveal their forecasts: adjusted pretax of £1.7m to June 2014 and £2.5m to 2015, giving eps of 0.82p and 0.98p. So, inadvertently, they had disclosed that Prodigality would add little to ILX proforma of £1.1m for this last year AND that eps would be diluted four fold by the massive equity issue. WHERE DID IT SAY IN THE OFFER DOCUMENT THAT THIS ACQUISITION WOULD BE MASSIVELY DILUTIVE AND REDUCE EPS BY 75%.

The value of ILX shares without the takeover ? While there were no forecasts on the existing ILX business available, we were certainly being told that progress was being made, that the bulk of the cost savings were done, and that the ship was stable. Would ILX have traded on just 3x earnings ? Without the Prodigality acquisition ( and the 20% drop in the ILX price on the announcement) one would have hope the Board would have considered the shares undervalued at 10p ? The Prodigal Son had made his investment at 10p, and either he is a bad investor, or presumably he wanted to make a return on his investment and thought ILX was worth more than 10p ? I asked the SOLE non-Exec, the sweaty Paul Lever, whether all options had been considered and whether there was greater value to shareholders in other routes, such as a trade sale. I got a straight bat answer that everything had been considered, which I personally did not believe.

The value of Prodigality ? Loss making Australian interests ( in transition apparently), no visibility, a broker's note saying eps fall from 3.8p to 0.82p ? And not really any growth the following year ? How would you value that ? 5x ? 8x ? 6p ? 8p ? certainly less than the pre announcement 10p.

The EGM. I suppose I must report that shareholder indifference rules. There were three other shareholders present, only myself and one other asked any questions. The acquisition was steam rollered through. My only, vague, vague hope is that I believe the Board when they say the two other main shareholders Octopus and Peter Ward voted for the deal. Octopus had a big holding of ILX at much higher levels ( 2m at 25p in Jan 2010) . They then took part in a first bail out, taking 5.4m shares at 26p. These have both been disastrous investments. Rather than jumping ship, voting against the Prodigality acquisition and trying to get some value out of ILX, they have jumped on the bandwagon. Maybe someone wants to go and visit the Company during the forthcoming Ashes ?

The Board. Noone from Prodigality is joining the Board. Board meetings will be held in London. I find that very odd. Have to rely on the Prodigal Son providing all the info on his businesses. We were introduced to a new Board Member, about to be appointed ( new information, not in the Offer Document). It turns out he has known the Prodigal Son for three years, so we do NOT have another independent non-Exec.

Share price. A Takeover Panel waiver was granted so that the Prodigal Son did not have to back his investment and actually buy ILX. The Concert Party that will now hold up to 86% of the Company includes a few minority Australian shareholders. I am not sure who will be precluded from buying in the market, but given the waiver I think the main man cannot do anything, in the market, to support the share price. Not sure who else will. A few private shareholders will suddenly realise they own Prodigality and will sell. Who would buy ? Noone know the business now ? Eps are down the pan for a number of years of uncertainty. I believe existing shareholders have been well and truly shafted.

We await the return of the Prodigal Son to see if he is welcomed home

As always I welcome any feedback from the Board. I apologise for any unintentional errors and will immediately correct them on request.

Chambers Dictionary: "Prodigality......state or quality of being prodigal: extravagance; profusion; great liberality"
Posted at 17/9/2013 14:01 by smithie6
eh !!

Bos input......reducing staff numbers by perhaps 10%..because he had put in a large chunk of hard cash so had a massive incentive to quickly get the numbers to be better....and to show that making profits

basically....if you are not really needed to make the profits/sales now...and in short medium term...then redundancy....not so tricky


.and by getting rid of having so many expensive directors in a microcap company (which was nuts , incompete KS and JP ...and the chairman imo ...as we all know)



big deal imo !!

----

seeing that need to concentrate on sales to English mkt......fairly straightforward imo...

very easy to see the sales obtained in other languages.....and if not producing the goods...then cut new investment in it...unless funded from own language profits...

straightforward imo

---
the acquisition of other e-learning company....
a good move...exanding the catalogue of products that sales staff at the 2 companies can both sell

but std. stuff for a director to do

previously ILX had 2 clowns imo....hence they had not done it...

----

prev. accounts were full of waffle about company values.....from KS
been on too many courses perhaps !!

prev. execs. were perhaps managing current situation rather than directing.
since they were imo unskilled as directors.
the ILX graph over X years..downwards..... shows their performance...terrible

but ILX has value....otherwise the new MD would not have put in a wadge of cash....he did it thinking it was a good investment and that he would make money.

If he wants the rest of ILX....imo he can get his wallet out and cough up 20p a share and Ill change my vote from NO to YES !!

----

If vote is YES...imo ILX share price will collapse....same as FIF did after the chairman there did an overly expensive acquisition at 90p....but which helped him get rich...by selling millions of shares in the process !!. The share price ..7 or 8 years later is still not back to 90p !!

Acqusitions where Exec. dirs. or chairman make millions....
...in 99% of cases.....PIs loose money.
imo ILX is just another example.
I urge people to read the msg. brd. "-ve aspects about FIF"
and to consider whether this acquisition is over priced in order to make the MD rich...and shareholders poor !!
..hence I have voted NO.
Posted at 12/9/2013 16:43 by smithie6
shareholder benefit

from owning 100% of current ILX....we will only own around 15% of current ILX.....

imo that is NOT to my benefit....despite the MD saying it is.....imo it is in HIS financial interest since buying a co. he owns....at an over-inflated price


----

I am voting NO

I would propose that
- no acquisition for at least 3 months...to let the ILX share price rise in response to good recent results

- re-consider this acquisition in future
at lower price...and with real financial details about the proposed company to be bought

...perhaps for 40M new shares and not 160M it might be a fair price
Posted at 11/9/2013 13:09 by poombear
For the most part they offer comm/IS services, granted two way radios was not where I can see Synergies, but PM and consultancy services will find business.

Just to pick up on another point, why would any company accept an offer to buy it for shares valued at 20p each, when the current price was 10p, which is what you are suggesting should happen? You may believe ILX is worth 20p, but the reality is that the share price does not reflect that. I do agree if the deal doesn't happen, the ILX share price will recover, assuming the recovery in the business pans out. Its the reason I bought in the first place.

Below is an overview of the units.

Unified Communications

Progility's Unified Communications division focuses on communications systems integration, specialising in unified communications backed by significant voice and systems technology experience across multiple industries. It designs voice and IP communications solutions to meet the needs of specific customers' operating environments which can be hosted either on the customers premises or by Progility. The solutions include combining voice, audio conferencing, video conferencing, web conferencing, instant messaging and rich presence into single unified systems. Unified Communications is the major provider of enterprise based Siemens unified communication systems in Australia.

 Products and services include: 
•hosted communications providing scalable business solutions allowing customers and end users to manage as much or as little as they want within the solution with options ranging from basic dial tone to fully featured IP telephony services running on multimedia handsets, capable of supporting extended business applications;

 •fully managed services allowing customers to outsource all voice services including the operation, management and maintenance of voice and IP systems;

 •professional services including analysis of business performance, process and communication opportunities and pathways, solution design, development and implementation, training and service support; and 

•scalable multimedia contact centres integrating real-time communication tools such as presence information, contact routing, conferencing, chat, speech recognition and social media with conventional tools such as voicemail, email and fax.  

CA Bearcom

CA Bearcom is Australia's largest distributor of two-way radio communications products. Its primary supplier is Motorola Australasia and the Directors believe that it is Motorola Australasia's largest and preferred radio communications partner. CA Bearcom operates from offices in Melbourne, Sydney and Brisbane with resellers located throughout regional Australia. The assets of CA Bearcom were acquired by Progility in 2012, from TR Pty Ltd.

Bearcom's activities include: 
•the sale of Motorola two-way digital and conventional radio equipment and accessories; 

•service and maintenance of Motorola products under warranty; and

 •consultancy services. 

  Minerals & Energy ("M&E")

M&E designs, implements and manages an array of integrated communications solutions for specific mining, oil and gas, rail and port applications including:

 •tailored voice and data communication solutions for production mining and safety;

 •machine monitoring and machine to machine solutions; 

•microwave backhaul and remote site connectivity including towers, communications huts and powered standalone communications trailers; 

•traffic management and proximity awareness collision avoidance systems;

 •customised, turnkey communication and safety solutions for offshore and onshore assets, and pipeline monitoring; 

•open architecture rail technology solutions analysing data from performance monitoring devices giving a composite view of railway vehicle performance; and

 •port perimeter security, container facilities, equipment monitoring, gates and security and connectivity between land based assets, ship and offshore oil platforms.
Posted at 11/9/2013 12:01 by smithie6
if remove the acquistion....then ILX share price goes almost straight to 20p imo

1- 1,6 annual PBT...the data is there in the accounts imo....
op. profit stated as 0.9M....and effects of cost savings (cheaper dir. costs and 10% less staff at original ILX ) are still arriving in accounts...and of acquisitions...

a cap. value of 3M gives a rating of around 3.

would not stay at that for long

it is in the MDs PERSONAL interests to do the deal at 10p/share and not at 20p a share..he gets double the % of ILX shares..if shareholders let him get away with it

the fundamentals of ILX were always there....

but just hidden partly by expensive dirs. and one off costs such as due to loans...

see this msg. brd. over last 2 years....many people post that same message...
----

what do you see as the synergies between
- e- learning company essentially for project management.....mostly in the UK ...no exposure to mining sector !!

and
- distribution of two way radios in Australia to the mining sector

??

I dont see any synergy.

U think a mining truck driver needs an e-learning course in how to manage projects ?
I dont !

...sure....there will be some cross selling possibilities somewhere....
but so what.....there are hundreds of possible customers out there....
you dont suddenly start selling to company X just because another part of the company sells then two way radios !!.....

the Auz business of the MD ....imo ...looks like a hodge podge of companies....not very attractive...and loss making
it has turnover...

so what....their are many companies on AIM with high turnover....and no one is interested in buying their shares...since going no where...low margins etc.

companies with decent profit margins are where you should invest imo...
and ILX is one of those...Auz turnover is now 4M and it was 0 4 years ago.
and sales via the internet have also grown quickly.....the poor previous dirs. didnt deliver, eg. bad cash managment..and excessive pay...

but that is the past...ILX is now producing cash profits...
Posted at 11/9/2013 10:49 by smithie6
Please also read other message boards....

to see how directors have shafted shareholders in similar situations.

(I suggest that shareholders consider to vote NO to the acquisition.....and the ILX share price will rise as a result....ILX results in 3 months to end June 2013...are good
1-1,6M PBT annually...sp on its own will imo go to 20p.....if acquisition is voted ZES then I see 5p as the share price ..way over priced)


A) FIF acquisition
at 90p...sp went to 15p after it
chairman sold out as part of the acquisition...he wanted a high price !!...same as the ILX MD wants a high acquisition price ...since buying his AUZ company !!



B) OCH . Proposed large new share issue.
directors try to shaft shareholders
in EGM....shareholders revolt and vote NO...and effectively tell directors to get stuffed
PI action group formed...and has legal representation at court proceedings in Cayman ISlands.

beware of dirs. trying to put shareholder assets into their own pockets.
imo it could also be what the ILX MD is trying to do at ILX
Posted at 11/9/2013 10:44 by smithie6
the ILX share price is down

imo the market is not impressed by the proposed acquisition....and does not see it as a bargain
---

with over 85% ....will the MD then de-list the conbined company ?

or double his pay ?

he will of course have no need to take any interest in the concerns of the other investors since they only own 15%

---

I think shareholders should vote NO....including to the request for a waiver to have to offer to buy all shares...

If the waiver is rejected...then the MD would have to offer to buy out all other shareholders...

he could happily have my shares for 10p....the price for the acquisition....or a higher price if any higher price paid in last 12 months by the MD
---

Also
in principle....I refuse to be a shareholder in any company where the MD owns 85%......imo it always ends in tears..sooner or later...as the controlling party works to put as much of the company into his own pocket....and not into the pockets of the other shareholders....who can do nothing about it since only own small %
Posted at 11/9/2013 09:30 by poombear
Both the UC and Mineral & Energy units have declined in both revenue and profit from 2011 in both 2012 and then again in 2013. All the revenue growth has come from CA Bearcom, but that unit itself is also making a loss, due to cost of sales.

The question is, and this is what we are being asked to accept, is that costs are due to one off restructuring costs, which now complete, will see a return to profit. The question I have is how much were the restructuring costs?
What are the forcasts for 2014?

It does appear that there is an over valuation, but I find it difficult to to come up with my own.

On the plus side, there are synergies here, with the cross selling of additional services to both companies existing clients, and Bos really has the incentive for a higher share price as he owns most of the shares. Lets not forget he owns Progility privately and is in effect making it a listed company, why would he want to see a low share price?

I should add that the current ILX share price indicates the market see's it as a floundering company, so on balance, with reservations, think I lean on the positive side for the deal.
Posted at 10/9/2013 20:26 by smithie6
Ive had a grind thru the paperwork....


interims, 15 month and acquisition

imho

- ILX ....ON ITS OWN is underpriced
since making 1-1.6M PBT and financial status is actually fine/good.....deferred revenues...ie. future revenues is listed as a liability despite being future incoming cash...low finance costs.....

progress has been made....now that the 2 parasites have been kicked out...at last....and costs reduced....to help make the profits visible...


- proposed acquisition is way OVERPRICED in terms of the shares being paid for it
most of the acquisition has NO VALUE imho from an investors viewpoint

it is in the interests of the MD of ILX that the acquisition is OVERPRICED.....since he is a large shareholder in the co. to be acquired !!!

but it is NOT in the interests of ILX shareholders to over pay...

the deal can be considered similar imo to the acquisition that FIF made of Lightbody a few years ago......at a crazy price...90p....sp then fell to 15p....the chairman wanted a high price...since he sold out in the deal !!!

Pls read the msg. brd. ....negative aspects about FIF

WARNING. imho this deal is similarly BAD for shareholders

imho it is merely a poor business (the acquisition) obtaining a good business (ILX) for almost nothing...since ILX will be 40M shares and new acquisition will be 160M shares....ILX is 20% of the new total....despite imo being the best part of the combined company

note that acquisition company reported a large loss in latest results
-----

A new company where the MD will own or control approx. 86% of the shares....
is fundamentally a disaster waiting to happen.
NO ONE wants to be a shareholder in a co. where the MD owns 86%...NO ONE.
----

The paperwork is a disgrace....and does NOT present the basic information that is normal for an IPO or reverse takeover.
----

I dont trust SPARK....the new company adviser ...so that is an extra -ve factor imo, where it has never been clear whether the co. operated for the shareholders or the benefit of the investment manager. A common story/problem with small London listed companies.

eg. Spark investment mngr investing personally in UNLISTED companies where Spark also invested.....while that would be prohibited by rules of many investment companies.
-----

DE-LISTING
imho the MD Wayne Bos may well shortly after the acquisition....if enough stupid shareholders vote yes.....de-list ILX......and then buy up the shares of PIs selling up.at low prices...not wanting to be in an unlisted company.

or double his salary....
and introduce large bonus package for himself...

as majority shareholder he will win the vote
----

I urge all shareholders to consider to VOTE NO to the acquisition and all resolutions.

imho a new price for the acquisition should then be proposed
ILX should be valued at over double...ie. 8M pnds and 40M shares @ 40p...and acquisition should be valued at half 8M not 16M pnds...so 40M new shares would be needed and not 160M (but really need some info....

.the acquisition paperwork tells us almost nothing about co. being acquired (loss making and operating in low margin sectors.....not good for investors)

in that case ILX shareholders would own 50% of the new combined company.
not the 20% currently proposed

----

distributing two waz radios in Auz.....investment value is ZERO imo for that part of acquisition
and hand made services to telecomms sector
produces turnover but no profit...a lot of one off work...waste of time imo from investing viewpoint...

VoiP ......bad sector imo. small margins.
VoiP is free....Skype etc.....trying to charge on top and include much profit is difficult or impossible imo.

recent large losses perhaps back this up

NOTE. papers state that acquisition co. performance has been hit hard by fall in activity in mining sector in Auz. .....or is it because the competition are beating them !!
Posted at 30/7/2011 20:06 by markt
1.8M PBT expected ...up from 1.4M in past year...and co. has said that currently doing nicely and in line...

1.8M PBT versus a cap. value of 8.6M
and 5% divi...

and 1.8M PBT is after approx. a cost of 1M for the directors and AIM listing etc
if said that raw PBT is closer to 2.8M then imo you can see better the profitability of ILX and its low P/E vs cap. of 8.6M

(if someone wanted to buy ILX they could pay double and the earnings versus price would not be expensive imo, 2.8/18...only around 6 or 7.....and would get existing global sales...+ contacts in various continents through which could also sell products of anyone that bt. them + experienced co. capable of competing and achieving sales of around 10M (not a start up), or if ILX bt anyone else then same cross selling benefits (std. stuff in software related sector)

(there is another UK elearning co....cap. of around 1M....and other cos. elsewhere....could buy via shares if good deal...OK, noting ILX history on acquisitions has had some problems over last 10 years, but has produced co. now with sales of around 10M or so, an achievement)

on -ve side for ILX is past problems.....but partly caused by the financial crash....(co. provided a lot of training for finance sector in London, that part closed at end of 2010...)

nothing g'teed with shares....but risk/reward looks very good at the moment imo

partly needs time for people to hear about the new company situation and numbers after closing part of business at end of 2010....and partly needs nice or good RNS and results...and I guess the closer we get to the year end and to achieving the mkt expectation of 1.8M PBT the share price could benefit

(Expansion into Auz has been very quick and big...and good news since Auz economy has been doing very well....partly driven by massive mining sector doing very well...so Govt. and cos. have money to spend imo....if continues then could easily impact ILX share price, sales are significant % of the total....)

and of course some profit taking perhaps from people who bought in the 20-30p range not many weeks/months ago...may slow progress...normal...

Oh, and of course Octopus have a big stake now...and a director on the board....so one assumes that they will be trying to do as much as possible to assist , contacts etc etc..and of course also the T1PS people who are widely connected and they have been doing a lot of deals....so they could come up with something for ILX
ILX share price data is direct from the London Stock Exchange

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